PANTHER BIOTECHNOLOGY, INC. (Form: 10-K, Received: 06/15/2015 10:49:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number: 000-55074

Panther Biotechnology, Inc.
(Exact name of registrant as specified in its charter)

Nevada		33-1221758
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2801 Lakeside Drive, Suite 207B, Bannockburn, Illinois		60201
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (312) 371-6829

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]

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 last 90 days.
Yes [ ] No [X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 registration statement was required to submit and post such files).
Yes [X] 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 a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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

Yes [ ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2013, was $NIL based on a $NIL average bid and asked price of such common equity, as of the last business day, November 30, 2013. There was no bid or ask for our common shares during this quarter.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

4,662,500 as of June 10, 2015

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	39
Item 10.	Directors, Executive Officers and Corporate Governance	40
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50
Item 15.	Exhibits, Financial Statement Schedules	52
	SIGNATURES	53

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PART I

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, this annual report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to "company," "Panther," "we," "us" or "our" mean Panther Biotechnology, Inc. and its subsidiary through which we conduct our activities, unless otherwise indicated.

Item 1. Business

Business Development

Panther Biotechnology, Inc. ("Panther") was incorporated in the State of Nevada on July 11, 2011, as New Era Filing Services, Inc. The Company changed its name to NEF Enterprises, Inc. on October 4, 2011, and on May 29, 2014 the Company changed its name again to Panther Biotechnology, Inc. Panther incorporated a wholly owned subsidiary in the State of Florida on September 28, 2011, called New Era Filing Services, Inc. which changed its name to PubCo Reporting Services, Inc. ("PubCo Reporting") on November 26, 2013. Our fiscal year end is May 31. The Company's administrative address is 2801 Lakeside Drive, Suite 207B, Bannockburn, Illinois, 60015. The telephone number is 312-371-6829. Our mailing address is 2801 Lakeside Drive, Suite 207B, Bannockburn, Illinois, 60015.

Panther is pursuing the in-licensing of certain technologies so that they may be able to develop those technologies for treatments of patients with cancer and other life threatening diseases. Panther's current purpose is to better serve the unmet medical needs of patients with the most difficult to treat cancers, antiviral and autoimmune diseases. Panther's mission is to identify, license and acquire unique molecules that are designed to heal without causing harm and are either optimized derivatives of existing products, repurposed approved products or new classes of drugs.

In 2015, Panther has licensed or agreed to acquire TRF-Dox, which is a combination of transferrin glycoproteins with Doxorubicin for targeted delivery to tumor and reduced serious side effects, Numonafide, which is a derivative of the widely-studies anti-cancer drug Amonafide, optimized to eliminate toxic metabolites and reduced side effects, and TDZD , which is a kinase inhibitor targeting cancer stem cells that overcomes the chemical modification obstacle of the structural and stereochemical complexity of parthenolide.

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Principal Products, Services and Their Markets

Historically, through our 100% wholly-owned subsidiary, PubCo Reporting Services, Inc., we have operated as a filing agent offering both EDGAR and XBRL services for filing and uploading on the U.S. SEC (Securities and Exchange Commission). We also offer SEDAR services for filing and uploading with the Canadian Securities Administrator's ("CSA") website (www.sedar.com). The Company also provides accounting and reporting services. Revenues recognized for each of the last two years for the Company's primary revenue generating activity were $256,855 and $73,496 for the years ended May 31, 2014 and 2013, respectively.

EDGAR is the Electronic Data Gathering, Analysis, and Retrieval system of the U.S. Securities and Exchange Commission ("SEC"). The system is used by public companies to transmit required filings, such as quarterly reports, annual reports, and ongoing disclosure obligations. XBRL (eXtensible Business Reporting Language) is an XML based standard for tagging and organizing business data. It allows what was once "a mountain of paperwork" to become an organized searchable database that can be used for information modeling and business reporting. SEDAR is the System for Electronic Document Analysis and Retrieval, the electronic filing system for the disclosure documents of public companies and investment funds across Canada.

The scope of work Pubco Reporting provides as a full-service filing agent includes:

Filing for EDGAR access codes.

Section 16 ownership reports.

Form D filings.

Conversion of documents to EDGAR acceptable format.

EDGAR profile updates.

Live EDGAR filing transmission.

XBRL financial statement and detailed footnotes mapping.

Live SEDAR filing transmission.

PubCo Reporting Services utilizes 3 ^rd party software to deliver its EDGAR, XBRL, and SEDAR services to its clients.

Status of Publicly Announced New Products or Services

Panther plans on in-licensing new certain technology assets from universities or other companies to begin to develop the assets for the treatment of cancer and other life threatening diseases. As of the date of this report the Company has entered into a License Agreement with Northwestern University for the in-licensing of certain patents and patent applications, an Exclusive Patent License Agreement with the University of Rochester for the license of certain patent rights and an Asset Purchase Agreement with Faulk Pharmaceuticals, Inc. for the right to acquire misc. patents and other assets.

Panther is an entity focused on the acquisition and development of enhanced therapeutics for the treatment of neoplastic, autoimmune and antiviral disorders. The Company is currently developing three clinical candidates, TRF-DOX which is a combination of transferrin glycoproteins with Doxorubicin for targeted delivery to tumors with the reduction of serious side effects, Numonafide, which is a derivative of the widely studied anticancer drug Amonafide optimized to eliminate toxic metabolites and reduce side effects, and TDZD-8, a kinase inhibitor targeting cancer stem cells. Panther is continuing its acquisition strategy focusing on identifying undervalued companies and clinical assets, including those programs that have missed clinical endpoints, and bring scientific and medical personnel capable of running the trials and extracting value from the assets.

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Talent Sources and Names of Principal Suppliers

Panther believes there are many sources available to find the potential drugs that will comport to the Company's business plan. The Company will focus on Universities and private companies.

Panther, through its PubCo Reporting subsidiary, uses third party software to deliver its services. As we continue to grow we will seek the services of new qualified staff members or outside contractors.

Dependence on one or a few major customers

Panther, through its PubCo Reporting subsidiary targets smaller reporting public companies required to file with the SEC. Currently we have only a limited number of customers. We are dependent on maintaining and finding enough clients that fit this profile in order to remain profitable and to succeed.

The Company is not dependent on any one customer and no customer accounts for more than ten (10%) of the Company's revenues.

Patents, Trademarks, Licenses, Agreements or Contracts

There is no aspect of PubCo's business plan which requires a patent or trademark. We have entered into an agreement with a software vendor for EDGAR conversion software whereby we pay an annual service and maintenance agreement. We have also entered into a license agreement with a separate software vendor for XBRL software whereby we pay an annual user fee plus a fee per XBRL filing.

Governmental Controls, Approval and Licensing Requirements

PubCo Reporting is not currently subject to direct federal, state or local regulation other than the requirement to have a business license for the areas in which we conduct business. However, the Company, through its biotechnology business willbe subject to certain regulations in the future, as indicated herein and in the Risk Factors section below.

Research and Development Activities and Costs

We have spent no time on specialized research and development activities. Panther Biotechnology, Inc. future business operations are designed to evaluate attractive medical technologies for the treatment of cancer and will require a substantial amount of research and development..

Number of Employees

Panther has no employees, though two people currently work for Panther at no current cost. PubCo Reporting has no employees. The officers and directors of Panther are currently donating their time to the development of the company, and intend to do whatever work is necessary in order to bring us to the point of earning revenues and raising capital. We have no other employees. PubCo Reporting relies on independent contractors to prepare our XBRL and EDGAR conversion services. PubCo Reporting is dependent upon these independent contractors for their business to be successful.

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Reports to Security Holders

We are required to file quarterly, annual and current reports, proxy statements and other information with the Securities and Exchange Commission pursuant to Section 12(b) or (g) of the Exchange Act. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov .

Item 1A. Risk Factors

Risks Associated With Panther Biotechnology, Inc.

Our independent auditors have issued an audit opinion for Panther Biotechnology, Inc. which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.

Our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment in the Company.

We lack an operating history and have nominal operating results which we expect to continue into the future. There is no assurance our future operations will result in continued profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated on July 11, 2011, we have not fully developed our proposed business operations and only realized revenues of $352,202. We do not have a sufficient operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to May 31, 2014, was $7,001 of which approximately $13,000 is for professional fees in connection with the original Offering and $37,000 for ongoing regulatory and reporting requirements. Our ability to achieve sustained profitability and positive cash flow is dependent upon:

Our ability to attract new customers who will buy our services,

Our ability to generate sufficient revenue through the sale of our services, licensing or sale of products, etc.

Based upon current plans for the PubCo subsidiary, we expect to incur nominal operating profits or losses in future periods because we will be incurring expenses that may exceed revenues. For the new business line, we will be incurring expenses for acquisitions and operations, with no guarantees we can raise the capital necessary to cover such costs. We cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

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Our new line of business is an early clinical-stage specialty biopharmaceutical company with a limited or no operating history upon which you can evaluate our business and prospects. We are not profitable and we expect to incur significant losses in the future for the foreseeable future. We anticipate financing our operations primarily through the sale of equity or convertible debt securities. However, there is no guaranty we will be successful in such financings.

Because our officers and directors have limited experience in EDGAR and XBRL reporting, our Pubco subsidiary is dependent on consultants to provide our services to our customers, therefore; our business has a higher risk of failure.

Our officers and directors have limited business experience with EDGAR and XBRL reporting. We rely on outside consultants to provide the PubCo services to our customers. Consequently, management's decisions and choices may not be well thought out, and we may be unable to contract adequately experienced personnel to assist in product development, and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

We have minimal clients or customers and even if we obtain more clients or customers, there is no assurance that we will make a profit.

We have minimal clients or customers. If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to continue to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

Some of our competitors have significantly greater financial and marketing resources than us

Some of our competitors have significantly greater financial and marketing resources than us. There are no assurances that our efforts to compete in the marketplace will be successful.

We are dependent upon our current officers.

We currently are managed by two officers and we are entirely dependent upon them in order to conduct our operations. If they should resign or die, there temporarily may be no one to run Panther Biotechnology, Inc., and the company has no Key Man insurance. If our current officers are no longer able to serve as such and we are unable to find other persons to replace them, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in the Company.

In connection with the XBRL and EDGAR conversion services that we offer, we are made aware of information regarding our clients prior to it becoming public. If we fail to keep this information confidential, our business and reputation could be significantly and adversely affected.

Part of the PubCo business involves the conversion of materials to XBRL and EDGAR format for filing with the SEC before the information contained in the materials is made public. As such, we are frequently in possession of confidential information and documentation regarding our clients before it is made public. Securities laws and regulations in the US and elsewhere contain penalties for the misuse of material nonpublic information of the type we often possess, and violation of these laws and regulations could result in civil and criminal penalties. If we do not keep this information confidential, or misuse it in violation of the aforementioned laws and regulations, we could be subject to civil claims by our clients or other third parties or criminal investigations by appropriate authorities. We could also damage our relationships with existing clients or harm our ability to attract new clients.

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Future delays or changes to the SEC mandate may impact the growth of our XBRL filings business.

Revenues generated from our XBRL filings business are based on a number of factors, including the SEC mandate requiring public reporting companies to tag their financial statements in XBRL. If the SEC changes the mandate as it now stands, our revenue opportunity could be significantly restricted. Such a restriction would have a materially negative impact on our revenues and financial results.

We could face liability and other costs relating to our storage and use of personal information about our users.

Users provide us with personal information, including credit card information, which we do not share without the user's consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users' personal or credit card information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. Privacy legislation adopted in several states may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.

Risks related to development, regulatory approval and commercialization

With the 2015 agreements with Northwestern University, University of Rochester and Faulk Pharmaceuticals, our new line of business to better serve the unmet medical needs of patients with the most difficult to treat cancers, antiviral and autoimmune diseases, will be dependent on the successful development, regulatory approval and commercialization of our products, which are in early stage development. The success of our business, including our ability to finance our Company and generate any revenue in the future, primarily will depend on the successful development, regulatory approval and commercialization of our products. In the future, we may also become dependent on one or more of other product candidates of any future product candidates that we my in-license, acquire or develop.

The clinical and commercial success of our products will depend on a number of factors, including the following:

The ability to raise additional capital on acceptable terms, or at all;

Timely completion of our clinical trials, once commenced;

Whether the U.S. Food and Drug Administration or similar foreign regulatory agencies to conduct additional clinical trials beyond those planned to support the approval and commercialization of our products or future products;

Acceptance of our proposed indications and primary endpoint assessments relating to the proposed indications of our products by the FDA and similar foreign regulatory authorities;

Our ability to demonstrate to the satisfaction of the FDA and similar foreign authorities: 1) the safety and efficacy of our products or any future products, 2) the timely receipt of marketing approvals, and 3) the prevalence, duration and severity of potential side effects experienced with our products or future products;

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Our ability to successfully commercialize our products or any future products in the United States and internationally;

Acceptance by physicians and patients of the benefits, safety and efficacy of our products or any future products, if approved, including relative to alternative and competing treatments;

Our ability to establish and enforce intellectual property rights in and to our products or any future products;

Our ability to avoid third-party patent interference or intellectual property infringement claims; and

Our ability to in-license or acquire additional products or commercial-stage products that we believe can be successfully developed and commercialized.

If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we could experience significant delays or an inability to obtain regulatory approvals or commercialize our products. Even if regulatory approvals are obtained, we may never be able to successfully commercialize any of our products. Accordingly, we cannot assure you that we will be able to generate sufficient revenue through the sale of our products or any future products to continue our business.

Risks Associated with Our Common Stock

Our shares may be defined as "penny stock", the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares may be defined as a "penny stock" under Section 15(g) of the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you have purchased.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

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Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Due to a limited amount of trading volume for our securities and may continue to be volatile you may have difficulty selling your shares.

There is limited trading volume of our securities, and as such the pricing is volatile and could fluctuate widely due to factors beyond our control and therefore may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.

Panther's operating subsidiary PubCo Reporting is under no requirement to fund the operations of Panther, the reporting entity and there is no immediate source of outside capital

Panther's operating subsidiary PubCo Reporting is a cash flow generating entity. Although PubCo Reporting may generate cash flow it is under no compulsion to pay or satisfy any of the obligations of Panther that may arise through its creditors, equity unit holders or anyone else to which Panther may be obligated. Panther is incurring obligations which are in excess of its cash resources and the Company has no immediate source of outside capital.

Our financial statements may not be comparable to those of companies that comply with new or revised accounting standards .

We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our status as an "emerging growth company" under the JOBS Act OF 2013 may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

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We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an "emerging growth company."

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, We are required to comply with certain of rules relating to Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company" as defined in the JOBS Act.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company." At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

As an "emerging growth company" under the jumpstart our business startups act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following July 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.

Notwithstanding the above, we are also currently a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an "emerging growth company" or a "smaller reporting company." Specifically, similar to "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2014; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $50,000 annually. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

We are unlikely to pay dividends

To date, we have not paid dividends on our common stock, nor do we intend to pay dividends in the foreseeable future, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.

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Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

Item 1B. Unresolved Staff Comments

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2. Properties

Panther's principal business and corporate address is 2801 Lakeside Drive, Suite 207B, Bannockburn, IL 60015; the telephone number is 312-371-6829. The space is being provided by management on a rent free basis.

Panther does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the pink sheets of OTC Markets Group.

Holders

As of May 31, 2015, there were approximately 41 stockholders of record and an aggregate of 4,662,500 shares of our common stock were issued and outstanding. Of these common shares, 2,166,468 are restricted shares held by our officers and directors and 2,496,032 common shares are issued in registered form to approximately 30 unrelated investors, including 1,326,151 shares subject to various lock-up agreements. The transfer agent of our company's common stock is Signature Stock Transfer Inc. at 2632 Coachlight Court, Plano, TX 75093.

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Description of Securities

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.001 par value, and 10,000,000 shares of preferred stock, at $0.001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2014, that were not otherwise disclosed on our current reports on Form 8-K filed during the year ended May 31, 2014.

During July and August 2013, we sold 1,025,000 shares at $0.02 per share for total proceeds of $20,500 under our recent S-1 Registration Statement offering. On August 15, 2013, the Company closed its Offering and has not sold any additional shares under the Prospectus.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2014.

Item 6. Selected Financial Data

As a "smaller reporting company," 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

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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Results of Operations

The following table provides selected financial data about our company as of May 31, 2014 and 2013.

Balance Sheet Data:	May 31, 2014		May 31, 2013
Cash	$	70,269	$	12,331
Property, Plant and Equipment, Net	$	8,971	$	3,290
Total assets	$	135,083	$	24,677
Total liabilities	$	87,834	$	2,459
Stockholders' equity	$	47,249	$	22,218

Our increase in cash of $57,938 can be attributed to increased revenues during the year ended May 31, 2014. Our property, plant and equipment increased due to purchasing new computer equipment during the year ended May 31, 2014. Our liabilities increased $85,375 due to a $40,000 payment due and payable for management fees plus a $25,000 cash advance received from related parties.

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The following summary of our results of operations, for the years ended May 31, 2014 and 2013, are as follows:

	Year Ended May 31,			Year Ended May 31,
	2014			2013
Revenue	$	256,855		$	73,496
Cost of revenue		55,031			13,177
Gross profit		201,824			60,319
Operating Expenses
Selling, general and administrative		182,634			38,591
Professional fees		20,529			28,520
Total operating expenses		203,163			67,111
Operating income /(loss)		(1,339	)		(6,792	)
Other Expense		(1,000	)		-
Provision for income tax		-			-
Net Loss	$	(2,339	)	$	(6,792	)

Revenue

Our revenues are derived from our EDGAR, XBRL, and accounting services. We earned revenues of $256,855 for the year ended May 31, 2014 compared to revenues of $73,496 for the year ended May 31, 2013. Increased revenues for the year ended in 2014 can be attributed to our growing customer base due to the advertising and marketing initiatives we undertook during the year. Our customer base has increased by approximately 200% over the same period last year.

Gross profit

Gross profit is determined by subtracting our costs directly related to earning our revenue, which are our software licensing and contractor fees, from revenues generated. Our gross profit as a percentage of revenue was 79% and 82% for the years ended May 31, 2014 and May 31, 2013, respectively. Our gross profit has been relatively stable, but this has been due to keeping our contractor and software licensing costs low to this point. We expect gross profit, as a percentage, to decrease as we rely more on contractors as a result of an increase in our customer base.

Expenses

Operating expenses for the year ended May 31, 2014, increased by $136,052 or 203% as compared to the comparative year ended May 31, 2013. The increase in expenses can be attributed to mainly an increase in professional fees, management fees, office and communication expenses as we had expanded operations significantly as compared to the year ended 2013. We paid $76,143 in management fees to our two prior officers during the year ended May 31, 2014 compared to $7,483 in the year ended May 31, 2013. Our professional fees decreased to $20,529 from $28,520 for the comparable period ended May 31, 2013 due to legal and accounting fees related to our recent S-1 registration statement not recurring in 2014.

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Other expenses consisted of $1,000 related to a forfeited option for a license with Northwestern University. The Company did end up licensing an asset from Northwestern University, pursuant to the subsequent events footnote to our financial statements.

Plan of Operation

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital and/or generate sufficient revenues to pay for our expenses. Our only source for cash at this time is investments by others and our revenues. We must raise cash or increase our revenues to stay in business. We are currently in late stage discussions with several funding sources. Although there are no guarantees that a capital transaction will be consummated, we are confident that the efforts being put forth will be successful.

Panther Biotechnology, Inc. is an early stage company that has active operations, limited revenue, limited financial backing and limited assets. Through its wholly owned subsidiary, PubCo Reporting, it is an SEC EDGAR and XBRL and CSA SEDAR filing agent. We also have started a biotechnology business and will grow and develop and be the main focus for Panther's operations.

We will endeavor to proceed with our plan of operations by locating alternative sources of financing and growth of our business through revenues.

Until the Company is properly capitalized, our officers and directors will also provide their labor at nominal charge.

We are a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these accounting, legal and other professional costs to be a minimum of $50,000 in the next year and will be higher, in the following years, if our business volume and activity increases. Increased business activity could greatly increase our professional fees for reporting requirements, and this could have a significant impact on future operating costs. The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will be dependent upon whether we can sustain and/or increase our sales revenue and raise the appropriate amount of capital.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We are a development stage company and generated limited revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in our rebranding efforts, and possible cost overruns due to the price and cost increases in supplies and services.

At present, we only have enough cash on hand to cover costs associated with running the Pubco Reporting operations.

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Liquidity and Capital Resources

On February 6, 2013, the Company filed a Prospectus as part of its Registration Statement on Form S-1 which the Company sought to raise $60,000 under the offering. The Company sold 1,025,000 shares under the Prospectus, raising a total of $20,500. On August 15, 2013, the Company closed its Offering and has not sold any additional shares under the Prospectus.

We received our initial funding of $13,000 through the sale of common stock to Christopher Ellerbeck, who purchased 200,000 and 1,400,000 shares of common stock at $0.005 per share on July 14, 2011 and May 31, 2012 respectively; and, Roldis Estevez, who purchased 1,000,000 shares of common stock on May 31, 2012 at $0.005 per share.

Currently we do not have sufficient capital to fund our business development for the next 12 months. We feel we do have enough funds to cover our professional fees for the next 12 months. The Company's operating subsidiary PubCo Reporting Services, Inc. is under no obligation to transfer funds to Panther Biotechnology, Inc., the holding company, funds to meet any of the obligations of the holding company. We have no committed source of outside future financing. Our current directors have provided some funds to cover some of the Company's costs.

Working Capital

	As at year ended May 31,
	2014		2013

Current Assets	$	96,362	$	21,387
Current Liabilities	$	88,954	$	2,459
Working Capital	$	7,408	$	18,928

Cash Flows

	Year Ended May 31, 2014			Year Ended May 31, 2013

Cash Flows from Operating Activities	$	45,489		$	(5,916	)
Cash Flows used in Investing Activities	$	(33,051	)		(3,272	)
Cash Flows from Financing Activities	$	45,500		$	20,750
Net Increase in Cash	$	57,938		$	11,562

On May 31, 2014, our Company's cash balance was $70,269 compared to $12,331 at May 31, 2013 and our total assets were $129,333 compared with $24,677 at May 31, 2013. The increase in cash and total assets was primarily due an increase in our operations for the year ended May 31, 2014 as compared to the year ended May 31, 2013.

On May 31, 2014, our Company had total liabilities of $88,954 compared with total liabilities of $2,459 as at May 31, 2013.

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On May 31, 2014, our Company had a working capital of $7,408 compared with a working capital of $18,928 as at May 31, 2013. The increase in working capital was primarily attributed to an expansion of our business for the year ended May 31, 2014, resulting in higher cash and accounts receivable balances as compared to 2013.

Cash Flow from Operating Activities

During the year ended May 31, 2014, our Company provided $45,489 in cash from operating activities compared to $5,916 of cash used in operating activities during the year ended May 31, 2013. The increase in cash provided by operating activities was primarily attributed to maintaining much higher balances in our payables as of the end of the year.

Cash Flow from Investing Activities

During the year ended May 31, 2014, our Company used $33,051 cash for investing activities compared to $3,272 during the year ended May 31, 2013. This was primarily related to the deposit of the acquisition of a license for $25,000 and for the purchase of new computers that are used in operations.

Cash Flow from Financing Activities

During the year ended May 31, 2014, our Company received $45,500 in cash in financing activities primarily from proceeds from the issuance of common shares plus funds advanced from related parties, compared to $20,750 for the period ended May 31, 2013.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2017.

In June 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-10 "Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". ASU 2014-10 eliminates all incremental financial reporting requirements for development stage entities by removing ASC Topic 915 "Development Stage Entities", from the FASB Accounting Standards Codification. The ASU 2014-10 clarified that the guidance in Topic 275 "Risks and Uncertainties" is applicable to entities that have not yet commenced operations. Accordingly, upon adopting the ASU 2014-10 and eliminating development stage information, entities should re-evaluate their disclosures under Topic 275. The Company decided to early adopt this pronouncement in the second quarter of 2014. As a result, cumulative information in the Company's statements of operations, its statements of cash flows and the notes to its unaudited consolidated financial statements was removed.

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In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . The new standard requires management to assess the company's ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company's continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management's plans which may alleviate doubt regarding the company's ability to continue as a going concern. ASU 2014-15 is effective for years beginning after December 15, 2016. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

Panther Biotechnology, Inc.

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2014 AND 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Panther Biotechnology, Inc.

We have audited the accompanying consolidated balance sheet of Panther Biotechnology, Inc. as of May 31, 2014, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. Panther Biotechnology, Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Panther Biotechnology, Inc. as of May 31, 2014, and the results of its operations and its cash flows for the year the ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Panther Biotechnology, Inc. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Panther Biotechnology, Inc. has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
June 12, 2015

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Panther Biotechnology, Inc. (FKA NEF Enterprises, Inc.)

We have audited the accompanying consolidated balance sheet of NEF Enterprises, Inc. ("the Company") as of December 31, 2013 and the related consolidated statements of operations , stockholders' equity and cash flows for the year then. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Panther Biotechnology, Inc. (FKA NEF Enterprises, Inc.) as of December 31, 2013, and the results of their operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had accumulated losses of $11,532 for the period ended December 31, 2013 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

August 28, 2013

Panther Biotechnology, Inc.

(formerly NEF Enterprises, Inc.)

Consolidated Balance Sheets

Accounts receivable, net of allowance of $11,428 and $5,000, respectively

Total current assets

Property, plant and equipment, net of accumulated depreciation of $3,567 and $1,197, respectively

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Related party advances

Commitments and Contingencies

Stockholders' Equity

Preferred stock, $0.001 par value, 10,000,000 shares

authorized; 0 shares issued and outstanding

Common stock, $0.001 par value, 100,000,000 shares authorized;

4,662,500 and 3,637,500 shares issued and outstanding, respectively

Additional paid-in capital

Total stockholders' equity

Total Liabilities and Stockholders' Equity

The accompanying notes are an integral part of these consolidated financial statements.

Panther Biotechnology, Inc.

(formerly NEF Enterprises, Inc.)

Consolidated Statements of Operations

For the Years Ended May 31, 2014 and 2013

	Year Ended May 31,			Year Ended May 31,
	2014			2013

Revenue	$	256,855		$	73,496
Cost of revenue		55,031			13,177
Gross profit		201,824			60,319

Operating expenses:
Selling, general and administrative		203,163			67,111
Total operating expenses		203,163			67,111

Operating loss		(1,339	)		(6,792	)

Other expense:
Loss on impairment of asset deposit		(1,000	)		-

Net loss	$	(2,339	)	$	(6,792	)

Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		4,468,733			3,046,507

The accompanying notes are an integral part of these consolidated financial statements.

Panther Biotechnology, Inc.

(formerly NEF Enterprises, Inc.)

Consolidated Statement of Stockholders' Equity

For the Years Ended May 31, 2014 and 2013

	Common Stock				Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Equity

Balance – May 31, 2012		2,600,000	$	2,600	$	10,400	$	(4,740	)	$	8,260
Common shares issued for cash		1,037,500		1,038		19,712		-			20,750
Net loss		-		-		-		(6,792	)		(6,792	)
Balance – May 31, 2013		3,637,500		3,638		30,112		(11,532	)		22,218
Common shares issued for cash		1,025,000		1,025		19,475		-			20,500
Net loss		-		-		-		(2,339	)		(2,339	)
Balance – May 31, 2014		4,662,500	$	4,663	$	49,587	$	(13,871	)	$	40,379

The accompanying notes are an integral part of these consolidated financial statements .

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Panther Biotechnology, Inc.

(formerly NEF Enterprises, Inc.)

Consolidated Statements of Cash Flows

For the Years Ended May 31, 2014 and 2013

	For the Year Ended May 31,			For the Year Ended May 31,
	2014			2013
Cash Flows from Operating Activities:
Net loss	$	(2,339	)	$	(6,792	)
Adjustments to reconcile net loss to net cash provided by / (used in) operations:
Bad debt expense		14,850			5,000
Depreciation and amortization		5,920			859
Impairment of asset deposit		1,000			-
Changes in assets and liabilities:
Accounts receivable		(24,225	)		(8,382	)
Prepaid expenses		(11,212	)		1,688
Accounts payable and accrued expenses		50,136			2,336
Deferred revenue		11,359			(625	)
Net cash proved by / (used in) operating activities		45,489			(5,916	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(8,051	)		(3,272	)
License deposit		(25,000	)		-
Net cash used in investing activities		(33,051	)		(3,272	)

Cash Flows from Financing Activities:
Proceeds from related party advances		25,000			-
Proceeds from issuance of common stock		20,500			20,750
Net cash provided by financing activities		45,500			20,750

Net increase in cash		57,938			11,562

Cash at beginning of year		12,331			769

Cash at end of year	$	70,269		$	12,331

Supplemental Cash Flow Disclosure:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Panther Biotechnology, Inc.

(formerly NEF Enterprises, Inc.)

Notes to Consolidated Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Business Activity

Panther Biotechnology, Inc. (the "Company") was incorporated in the State of Nevada on July 11, 2011. The Company was originally incorporated as New Era Filing Services Inc., changed its name to NEF Enterprises, Inc. on October 4, 2011 and then changed its name to Panther Biotechnology, Inc. on May 29, 2014. The Company incorporated a wholly-owned subsidiary, PubCo Reporting Services, Inc., formerly known as New Era Filing Services, Inc., in Florida on November 20, 2012.

The Company is an early stage company that offers Securities Exchange Commission ("SEC") compliance filing services, through its wholly-owned subsidiary. Our clients are companies and individuals with SEC reporting requirements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, PubCo Reporting Services, Inc. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). These consolidated financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Use of estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value, to be cash equivalents.

Concentrations of Credit Risks

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

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Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company's customer credit worthiness, and current economic trends. Based on management's review of accounts receivable, an $11,528 and $5,000 allowance for doubtful accounts was recorded at May 31, 2014 and 2013, respectively. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables. During the year ended May 31, 2014, the Company determined that $8,322 of accounts receivable were not collectible and recorded a direct write-off of the amount.

Deposits and Prepaid Expenses

Deposits represent advance payments made for the acquisition of assets. Prepaid expenses include annual software costs that are paid up-front to the software licensor and are amortized over a twelve-month period. Amortization expense of $3,550 and $0 was recognized in the years ended May 31, 2014 and 2013, respectively, related to prepaid software costs. The Company recognized $1,000 and $0 in impairment of deposits in the years ended May 31, 2014 and 2013, respectively, related to the expiration of option terms for a license agreement.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and estimated fair value.

Property, Plant and Equipment

Computer equipment is stated at cost, net of accumulated depreciation. Depreciation on computer equipment is computed using the straight-line method over the estimated useful lives of the equipment, generally three years. Depreciation begins in the month of acquisition.

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Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, "Revenue Recognition." Revenue consists of SEC compliance services; focusing on corporate and individual reporting requirements. Sales income is recognized only when all of the following criteria have been met:

Persuasive evidence for an agreement exists;

ii)

Service has been provided;

iii)

The fee is fixed or determinable; and

iv)

Collection is reasonably assured.

It is common to have services paid in advance, in such cases, the Company defers revenue recognition until services have been performed. As of May 31, 2014 and 2013, we recorded deferred revenue of $11,359 and $0 respectively.

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $14,733 and $3,690 for the years ended May 31, 2014 and 2013, respectively.

Income Taxes

Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss per Share

Basic loss per common share equals net loss divided by weighted average common shares outstanding during the period. Diluted loss per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred net losses for the years ended May 31, 2014 and 2013, and therefore, basic and diluted loss per share for those periods are the same as all potential common equivalent shares would be antidilutive.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

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NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a cumulative net loss since inception from operations of $13,871 and has required additional capital raises and advances from shareholders' to support its operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment assets consist of the following:

	May 31, 2014			May 31, 2013
Computer equipment and furniture	$	12,538		$	4,487

Less: accumulated depreciation		(3,567	)		(1,197	)
Computer equipment, net	$	8,971		$	3,290

Depreciation expense was $2,370 and $859 for the years ended May 31, 2014 and 2013, respectively.

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NOTE 5 – RELATED PARTY ADVANCES

During the year ended May 31, 2014, certain officers, directors and shareholders of the Company advanced $25,000 to the Company which was paid to Northwestern University as a deposit for the acquisition of a license. The license agreement contained an option exercisable by the Company to acquire a license related to certain patents held by Northwestern University. The option payment was $1,000 and had a term of six months and the remaining $24,000 was an additional deposit to be applied to the final purchase price at closing. The Company and Northwestern University were unable to come to terms for acquisition before the option expired. Accordingly, the Company recorded an impairment of the option value of $1,000. The Company and Northwestern University closed on the license agreement in January 2015. See Note 8. The related parties advances have no conversion provisions into equity, are due on demand and do not incur interest.

NOTE 6 - INCOME TAXES

Each of the three tax years the Company has been in operation are subject to examination by the Internal Revenue Service. The Company has net operating losses that begin to expire on May 31, 2031.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net income/(loss) before provision for income taxes for the following reasons:

	May 31, 2014			May 31, 2013
Income tax benefit at statutory rate	$	(795	)	$	(2,309	)
Meals and entertainment		116			-
Temporary differences		(5,739	)		-
Change in valuation allowance		6,418			2,309
Income tax expense per books	$	-		$	-	)

Net deferred tax liabilities consist of the following components as of:

	May 31, 2014			May 31, 2013
NOL carryover	$	10,339		$	3,921
Valuation allowance		(10,339	)		(3,921	)
Net deferred tax liability	$	-		$	-

NOTE 7 – SHAREHOLDERS' EQUITY

Authorized Stock

The Company has authorized 100,000,000 common shares and 10,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Common Share Issuances

During the years ended May 31, 2014 and 2013, the Company issued a total of 2,062,500 common shares for $41,250 in cash as follows:

During August 2013, the Company issued to unaffiliated investors 1,025,000 shares of common stock at $0.02 per share for $20,500 in net cash proceeds.

During November 2012 to January 2013, the Company issued to unaffiliated investors 1,037,500 shares of common stock at $0.02 per share for $20,750 in net cash proceeds.

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NOTE 8 – SUBSEQUENT EVENTS

License Agreement with Northwestern University

On January 26, 2015, the Company entered a license agreement with Northwestern University ("Northwestern"). Northwestern is the owner of certain patents and grants for cancer treatments of which the Company has obtained an exclusive license under a Patent Rights agreement and a non-exclusive license under a Know-How agreement (together the "Licensed Product").

According to the agreement, the Company must reach the following milestones to maintain the licenses:

Raise funds of at least $3 million within the first 12 months of the closing date;

Initiate Good Laboratory Practices in preclinical studies with a Licensed Product within 18 months of the closing date ;

File an Investigational New Drug application within 4 years of the closing date ;

First dosing of a patient in a Pha se I clinical trial for a Licensed Product within 5 years of the closing date;

First dosing of a patient in a Phase II clinical trial for a Licensed Produc t within 6 years of the closing date ;

First dosing of a patient in a Pha se III clinical trial for a Licensed Product within eight years of the closing date ;

Submit a New Drug Application for a Licensed Product within 10 years of the closing date;

Complete and submit to Northwestern a business plan for commercialization of a Licensed Product within 1 year of submission of a New Drug Application ("NDA") for such Licensed Product.

In consideration of the license granted by Northwestern, the Company shall pay to Northwestern the following:

A non-creditable , non-refundable licensing fee of $24,000 within 30 days of the closing date (which was previously paid);

The Company will issue to Northwestern a number of shares of its common stock that will represent 2% of the total outstanding shares of the Company and, in consideration of her role as co-founder and in anticipation of entering into a research agreement with Northwestern to support research in her laboratory , the Company will issue to Dr. Sui Huang a number of shares of common stock that will represent 2% of the total outstanding shares of the Company;

The Company shall pay to Northwestern a non-creditable , non-refundable annual maintenance fee on each anniversary of the closing date according to the following schedule until the Company receives regulatory a pproval from the Federal Drug Administration (or foreign equivalent) ("Regulatory Approval") of the first Licensed Product(s):

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Time Periods	Amount
1st anniversary	0
2nd-4th anniversaries	$7,000
5th and 6t h anniversaries	$25,000
7th anniversary and each year thereafter	$50,000

In the first full calendar year following Regulatory Approval, Northwestern shall credit 1/12 of the annual maintenance fee paid by the Company against the minimal royalty payments (see item (e) below) due for each full month remaining between January 1 of that year and the anniversary of the closing date.

The following non-creditable and non-refundable milestone payment s upon the achievement of particular milestone s in the development of Licensed Products (none of which have occurred):

(1)

$25,000 upon filing of Investigational New Drug application for a Licensed Product

(2)

$50 ,000 upon dosing first patient in Pha se I trial (or foreign equivalent) for a Licensed Product

(3)

$100,000 upon dosing first patient in Phase II trial (or foreign equivalent) for a Licensed Product

(4)

$250,000 upon dosing first patient in Phase III trial (or foreign equivalent) for a Licensed Product

(5)

$1,500,000 upon Regulatory Approval of a Licensed Product

Beginning the first full calendar year after Regulatory Approval of a Licensed Product in the United States, Canada, Japan, France, Germany, United Kingdom, Australia, or Italy, or the year 2025, whichever comes first, the Company shall pay to Northwestern minimum royalty payments of $200,000 per year, on a quarterly basis.

The Company will r e imbu rse No rthw es tern 's ou t of pocket patent expenses totaling approximately $25 , 000 as of November 1 8, 2014 . All fu ture patent costs for the preparation, filing , pro sec ution , and maintenance of th e Pat e nt Ri g ht s , s hall be borne by the Company . Payment will be deferred until the earlier of a) t he dat e the Company close s o n its fir s t round of financing after the closing date or b) 1 ye ar from th e closing date;

A running royalty of ( a) 5% o f ne t sales of Licensed Products if such Licen sed Product is co vered by Pat ent Right s in t h e c ou ntry where suc h Licensed Product is manufactu r ed or so ld and (b) 2 % of net sale s of Licensed Product s in a ll other co unt ries. In the event that Licensee enters into other license agreements) with third parties with respect to intellectual property which in the Company's opinion is legally required for the manufacture, use or sale of Licensed Product(s), the Company may offset amounts paid to such third parties against earned royalties due Northwestern hereunder, by reducing Licensee's obligation to Northwestern by 0.25% for each 1% of royalty rate payable to third parties; provided, however, that in no event will the royalty rate otherwise due to Northwestern be less than 2.5%;

In addition to the running royalties described above, 15% of a ny payments, including , bu t not limited to , su blic e n se is s ue fee s or milestone s rec e i ve d from s ub lice nsees a s consideration for Pat ent Ri ghts or Licensed Pr od u c t s pri or t o filing of an NDA ; 5 % after fi l ing a n NDA;

In t he even t of a corporate p artnersh ip for the development and / or comme r cia li za tion of a Licensed Product , 10% of any payments received from such corporate partner as co n sideratio n fo r Patent Right s or Licens e d Produ c t s . Payments received by the Company for equity an d payments a llo ca ted solely for research are excluded;

The Company subject to certain payments if the Company issues sublicenses, permit assignments on the agreement, or in the event of a corporate partnership for the development and /or commercialization of a licensed product.

I n the event of a p ermitted assig nmen t of the agreement , 10% of a n y p ayments r ece ived from such assignee as co n sideration for Patent Right s or Licen se d Product s.

The agreement will continue in effect, on a country-by country basis, until the expiration of the last to expire of Patent Rights.

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License Agreement with University of Rochester

On April 16, 2015, the Company entered into an exclusive patent license agreement with University of Rochester ("Rochester") effective as of the 31 ^st day of March, 2015. Rochester grants to the Company a worldwide exclusive, royalty-bearing license, with the right to sublicense, for patents and technology related to the treatment of diabetes (the "Patent Products"). According to the agreement, the Company will reimburse Rochester for all mutually agreed fees and costs relating to the filing, prosecution, and maintenance of patent applications, including without limitation, interferences, oppositions, and reexaminations, and the maintenance and defense of patents in patent rights, including fees and cost incurred on, and after the closing date of the agreement.

As partial consideration for the rights conveyed by Rochester under this agreement, the Company agreed to issue 32,310 shares of the Company's common stock to Rochester as a one-time, non-refundable, non-creditable license issue fee valued at $200,000 based upon the average price per share in the week preceding the closing date. The transaction was completed on April 30, 2015. Rochester may not transfer the shares before August 30, 2016.

In addition to the above license fee, for the term of the a greement on an annual basis measured from the closing date of the agreement , the Company will pay at the beginning of the year a non-refundable minimum annual maintenance fee of $15 , 000 in cash or Company stock each year prior to the onset of clinical trials. Rochester will waive the pre-clinical trial annual maintenance fee if the Company s pends at least $200 , 000 annually on the drug development that would impinge the patent rights conveyed. After onset o f cl i nical trials, the Company will pay a non-refundable minimum annual maintenance fee of $25,000 in cash or Company stock each year or part of year until the first product i s commercialized and sales royalty payment s begin. Annual maintenance fees paid in cash will be credited against the costs of maintaining the Patent Right s for that year.

During the term of this Agreement, the Company agrees to pay to Rochester an earned royalty of 5% of the first $10,000,000, 4% of the second $10,000,000, 3% of the third $10,000,000, 2% of the fourth $10,000,000 in net sales revenue produced from Patent Products, and l % of all remaining net sales revenue produced from Patent Products. Earned royalty payments are due and payable within 30 days of the end of each calendar quarter.

The Company agrees to pay to Rochester 50% of all cash and non-cash consideration derived from sublicenses granted by the Company in Patent Products , excluding earned royalties , loans , equity investments , and research and development support.

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The Company agrees to pay Rochester the milestone payments per product as set forth below:

If the Company sponsors Phase I, II and III clinical trials, the Company will pay $500,000 within 30 days of approval of any Patent Product;

If the Company sells a controlling interest in or sublicenses substantially all of the Patent Products before the initiation of Phase II clinical trial, the Company will pay:

$200,000 within 30 days of initiation of Phase II clinical trial;

$200,000 within 30 days of initiation of Phase III clinical trial; and

$300,000 within 30 days of approval of a Patent Product

The term of this Agreement will commence on the closing date and will end upon the latest of (i) expiration of the last-to-expire valid claim of the Patent Products; and (ii) the 10 year anniversary of commercial launch of any Patent Product.

Asset Purchase Agreement

On April 6, 2015, the Company entered into an asset acquisition agreement with Faulk Pharmaceuticals, Inc. ("Faulk"). The assets include 23 granted patents owned by Faulk, related to treatment of cancer, virus infections, and treatment of parasitic infections.

The Company agreed to issue 50,000 shares of common stock of the Company at the closing, which is anticipated to be in June 2015. The shares may be sold by Faulk, assigned or transfer in the open market subject to compliance with securities laws and the following schedule:

33% of the shares beginning 6 months after the closing date

an additional 33% of the shares beginning 9 months after the closing date

the remaining 34% of the shares beginning 12 months after the closing date

For each calendar year continuing until the date that is 10 years after the expiration of the last of the patents conveyed to the Company, a royalty on net revenue received by the Company in that year from the sales or licenses of any products commercialized by the Company, its successors or assignees as a direct result of the assets acquired or the technology or processes related to the assets acquired, in the following amount:

5% of the first $10,000,000 in such net revenue;

4% of the second $10,000,000 in such net revenue

3% of the third $10,000,000 in such net revenue

2% of the forth $10,000,000 in such net revenue and

1 % of such net revenue in excess of $40,000,000

Capital stock issuances

On February 4, 2015, the Board of Directors approved the issuance of 1,345,000 shares of restricted common stock to the directors for their service. The shares will be earned as follows:

33% of the restriction will be removed on February 4, 2016,

an additional 33% of the restriction will be removed on February 4, 2017,

and the final 34% of the restriction will be removed on February 4, 2018.

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The closing price on February 4, 2015 was $2.60, the date of the grant. As of the date of this filing, the shares have not been issued.

On April 2, 2015, the Board of Directors approved the issuance of 50,000 (as described above) shares to purchase the assets of Faulk. The shares will be valued on the date of closing of the purchase of the assets. As of the date of this filing, the shares have not been issued.

On April 2, 2015, the Board of Directors approved the issuance of 260,000 shares of restricted common stock to two directors and officers of the Company for services. The shares will be earned as follows:

33% of the restriction will be removed on April 2, 2016,

an additional 33% of the restriction will be removed on April 2, 2017,

and the final 34% of the restriction will be removed on April 2, 2018.

The closing share price on April 2, 2015 was $6.95, the date of the grant. As of the date of this filing, the shares have not been issued.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On September 11, 2014, the Board of Directors of Panther appointed GBH CPAs, PC as its registered public accounting firm replacing Sadler, Gibbs & Associates.

For the year ended May 31, 2013, and through the subsequent interim period through September 22, 2014, there were no (a) disagreements with Sadler Gibbs & Associates ("SGA") on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to SGA's satisfaction, would have caused SGA to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our chief executive officer and chief financial officer, after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures were not effective and that material weaknesses described below exists in our internal control over financial reporting based on his evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the chief executive officer also acting as chief financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

Based on our evaluation under the frameworks described above, our management concluded that as of May 31, 2014, that our internal controls over financial reporting were not effective and that material weaknesses exists in our internal control over financial reporting. The material weaknesses consists of controls associated with segregation of duties and a lack of written policies and procedures for internal controls. To address the material weaknesses we performed additional analyses and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Notwithstanding this material weakness, management believes that the financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented.

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This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation requirements by the Company's registered public accounting firm pursuant to an exemption provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended May 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. There has been a significant change in the Board of Directors and officers since the fiscal year ending May 31, 2014. The directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Richard Rainey (1)	President, Chief Executive Officer, Chief Financial Officer and Treasurer	48	May 20, 2014
Irwin Zalcberg (2)	Chairman of the Board	66	May 20, 2014
Jayesh Mehta, MD	Director	50	May 20, 2014
Richard Corbin	Director	38	January 12, 2015
David Barshis	Director	57	August 26, 2014
John Norton	Director	33	May 20, 2014
Heinz-Josef Lenz	Director	55	August 26, 2014
James Sapirstein	Director	53	May 20, 2014
Evan Levine	Chairman of the Board Director, President, Chief Executive Officer, Chief Financial Officer	49	February 4, 2015

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Richard Rainey – former President, Chief Executive Officer, Secretary and Treasurer

(1) Richard Rainey held the title of President, CEO, CFO, treasurer, from May 20, 2014 until his termination on February 12, 2015. The Company is in a dispute with Mr. Rainey regarding his performance and termination from the Company.

Mr. Rainey is a Certified Public Accountant and has over twenty years of experience in forming, capitalizing and running biotechnology companies at all stages of development. Mr. Rainey has worked for Pharmaceutical and Biotechnology companies in many capacities, most recently as Chief Executive Officer of a publicly traded company and Chief Operating and Financial Officer for multiple private companies. As a CPA, Mr. Rainey has worked with multiple small, large and international companies providing consulting and business expertise.

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Irwin Zalcberg – former Chairman of the Board

(2) Irwin "Izzy" Zalcberg resigned as the Chairman of the Board of the Company on June 1, 2015. Mr. Zalcberg was a founding member of the Company. Mr. Zalcberg is a well-known small cap investor, visionary stock market guru and cancer survivor, graduated from the University of Illinois with a BA in finance. Between 1971 and 1974, he worked at Merrill Lynch as an account executive. Thereafter, he worked on the floor of the Chicago Board of Trade (CBOE) representing Merrill Lynch's proprietary risk arbitrage department.

From 1975-1991 Mr Zalcberg was an independent floor trader on the CBOE and held a Chicago Board of Trade mini seat.

Mr Zalcberg is a survivor of Non -Hodgkin's Lymphoma.

Jayesh Mehta, M.D. – Director

Dr, Mehta is a professor of medicine with Northwestern University Feinberg School of Medicine. Dr. Mehta is also a Director of the Hematopolietic Stem Cell Transplant Program and the Deputy Director of the Comprehensive Transplant Center with Northwestern Medicine. Dr. Mehta did fellowships in Stem Cell Transplantation and Hematology at Hadassah University, in Jerusalem, Israel and the Royal Marsden Hospital in the United Kingdom.

Richard Corbin – Director

Mr. Corbin is a co-founder of Panther Biotechnology, Inc. and has over 15 years of investment analysis and operational experience with early state companies. Currently, Mr. Corbin is the Chief Financial Officer and co-founder of Level Funded Health Partners, an institutionally backed national health insurance agency focused on bringing innovative healthcare cost solutions to small businesses. Mr. Corbin all manages Corbin Capital LLC a fund focused on early stage and seed round investments. Mr. Corbin holds a BBA from Mendoza College of Business at the University of Notre Dame and an MBA from DePaul's Keelstadt Graduate School for Business.

David Barshis – Director

Mr. Barshis is the President and COO of Arizona Isotopes Science Research Corp., a company which plans to build and operate a cyclotron facility for the manufacture and sale of medical isotopes. Mr. Barshis is an accomplished senior healthcare executive with over 25 years of experience in organizing, building and managing life sciences businesses and brands in the United States and internationally. As a consultant with a focus on startups and early-stage ventures over the past five years, he has helped to raise more than $50 million in venture funding and PIPE financings. Mr.. Barshis brings a strong background in biotech/pharmaceuticals, as well as the vitamins, minerals and supplements (VMS0 and consumer (OTC0 pharmaceutical markets having led the startup of new enterprises, launched multiple new products and guided the growth of several iconic healthcare brands. Prior to that, Mr. Barshis served in senior management roles for Warner Lambert, Procter & Gamble, Burroughs Wellcome Pharmaceuticals, Zila Pharmaceuticals and Sigma Tau Consumer Healthcare. Mr. Barshis received his B.B.B A from the College of William and Mary and earned an MBA from the Kellogg School of Management at Northwestern University.

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John Norton, Ph.D. – Director

Dr. Norton currently works as a Scientist for Bionomics Inc. Prior to that Dr. Norton was a Scientist for a start-up, Eclipse Therapeutics, which was subsequently purchased by Bionomics Inc. Dr. Norton is a co-founder of Panther Biotechnology, Inc. and was part, as a graduate student at Northwestern University, of the inventive team that created Numonafide, which has been licensed by the Company. Dr. Norton has a PHD in Cancer Biology and Drug Discovery from Northwestern University. Dr. Norton completed post–doctoral fellowship at UCSD Moores Cancer Center in the laboratory of Dennis Carson for three years. Dr. Norton completed an Advanced Certification in Clinical Research at UCSD and has almost completed his MBA at USD.

Heinz-Josef Lenz, M.D. – Director

Dr. Heinz is the Associated Director for Adult Oncology and Co-Leader of the Gastrointestinal Cancers Program at the USC Morris. Dr. Heinz is a Professor of Medicine and Preventive Medicine, Section Head of GI Oncology in the Division of Medical Oncology and Co-Director of the Colorectal Center at the Keck School of Medicine of the University of Southern California. Dr. Heinz received his medical degree from Johannes-Gutenberg Universitat in Mainz, Germany in 1985. Dr. Heinz completed his residency in Hematology and Oncology at the University Hospital Tubingen in Germany, a clerkship in Oncology at George Washington University in Washington D.C. and a clerkship in Hematology at Beth Israel Hospital of Harvard Medical School in Boston, Massachusetts. Dr. Heinz also served subsequent fellowships in Biochemistry and Molecular Biology at the USC Morris. Dr. Heinz has been awarded a number of honors and awards and is a member of a number of professional societies and has authored a number of peer-reviewed publications and papers.

James Sapirstein, R.Ph. – Director

Mr. Sapirstein is currently the Chief Executive Officer and a Director of Contravir Pharmaceuticals, Inc. since March 19, 2014. Mr. Sapirstein was the chief executive officer of Alliqua Inc., where he helped lead the transformation of transdermal wound care and drug delivery technology into a premier wound care organization from October 2012 to February 2014. Mr. Sapirstein was the chief executive officer of Tobira Therapeutics, a New Jersey based biopharmaceutical company focused on the development of novel HIV and infectious disease compounds, from October 2006 to April 2011. From June 2002 until May 2005, Mr. Sapirstein was Executive Vice President for Serono Laboratories where he led a team of over 100 professionals to rebuild a struggling HIV and pediatric growth hormone business.

Evan Levine – Chairman of the Board, President, Chief Executive Officer, Treasurer and Chief Financial Officer

Mr. Levine has served as a Director and our President, Chief Executive Officer and Chief Financial Officer since February 2015. Mr. Levine also became the Chairman of the Board on June 1, 2015. Mr. Levine encompasses over two decades plus of in-depth expertise in strategic ventures, executive supervision, asset management and the institutional investment business. He is also the Founder and Managing Partner of Mark Capital LLC, a family office focused on microcap restructuring investment and management. Prior to joining Panther, from February 2013 until February 2015, Mr. Levine served as the Chairman of the Board and Chief Executive Officer of Valley Forge Composite Technologies, an entity in the aerospace and securities industries, where he architected and implemented a sophisticated bankruptcy restructuring and reorganization while managing multifarious complex litigation actions designed to return value to the decimated stakeholders. Prior, as Founder and Managing Partner of Mark Capital LLC, Mr. Levine has executed and orchestrated multiple corporate restructurings and change management dealings. From 2002 until 2008, Mr. Levine served in multiple roles including Chief Operating Officer, President, Chief Executive Officer, and Vice Chairman at Adventrx Pharmaceuticals, a publicly traded biotech company focused on oncology and antiviral drug development.

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Employment Agreements

For the year ended May 31 2014, we had no formal employment agreements with any of our employees, directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

	ii.	Engaging in any type of business practice; or

	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

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Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or

	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

Our Company's common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, officers, directors and principal shareholders are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is attached hereto as Exhibit 14. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Panther Biotechnology, Inc., 2801 Lakeside Drive, Suite 207B, Bannockburn, IL 60015.

Board and Committee Meetings

Our Board of Directors currently consists of Messrs. Mehta, Corbin, Barshis, Lenz, Sapirstein and Levine and Norton. The Board held no formal meetings during the year ended May 31, 2014. As our company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. On February 2, 2015, the Board of Directors created theAudit Committee (consisting of Messrs. Barshis and Sapirstein), the Nominating and Governance Committee (consisting of Messrs. Levine, Mehta, Norton, Corbin and Lenz) and the Compensation Committee (consisting of Messrs. Levine, Sapirstein, Barshis and Corbin). Each committee is to create their own charter, which have not been completed nor approved by the date hereof.

Nomination Process

As of May 31, 2014, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

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Audit Committee and Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a member of the audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. Our newly established Audit Committee is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome, at this time, and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2014 and 2013; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2014 and 2013,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than the principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

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SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Richard Rainey ⁽¹⁾ FORMER President, Chief Executive Officer, Chief Financial Officer and Treasurer	2014	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Christopher Ellerbeck ⁽²⁾ FORMER President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2014 2013	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	2,000 Nil	2,000 Nil
Roldis Estevez ⁽³⁾ Secretary and Director	2014 2013	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	1,000 Nil	1,000 Nil

(1)	Mr. Rainey became President, CEO, CFO and Treasurer effective May 20, 2014 and was terminated around February 12, 2015.
(2)	Mr. Ellerbeck has held the positions of Director since July 13, 2011 and of president, CEO, CFO, treasurer, since July 14, 2011. He held the position of secretary from July 14, 2011 until June 1, 2013. Effective May 20, 2014 he no longer served in any of these roles.
(3)	Mr. Estevez was appointed as secretary and a director of the Company on June 1, 2013. Effective May 20, 2014 he no longer served in any of these roles.

Narrative Disclosure to Summary Compensation Table

Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our Board of Directors.

While there are no written employment agreements with our officers and directors, the Company intends to pay nominal fees for management services based on available funds. That fee may vary from year to year.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Grants of Plan-Based Awards

There were no grants of plan-based awards during the year ended May 31, 2014.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended May 31, 2014.

Option Exercises and Stock Vested

During our fiscal year ended May 31, 2014 there were no options exercised by our named officer.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors.

As described in footnote 4 in Item 12 hereinafter, under the table of Beneficial Ownership, described the shares the directors have been granted, subject to certain vesting, for sitting on the Board of Directors and as committee members.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Committee

We currently do have a compensation committee of the Board of Directors consisting of Messrs. Levine, Sapirstein, Barshis and Corbin. This committee will establish executive compensation at the appropriate time..

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

On May 20, 2014, substantially all of the shares of the outstanding common stock were transferred to new owners pursuant to securities purchase agreements.

The following table sets forth, as of May 31, 2015, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Table of Contents

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Richard Rainey ⁽²⁾	406,929 common shares Direct ownership	8.72%
Irwin Zalcberg ⁽³⁾⁽⁴⁾	1,020,467 common shares Direct ownership	21.34%
Richard Corbin ⁽³⁾⁽⁴⁾	514,507 common shares Direct ownership	10.18%
Jayesh Mehta ⁽³⁾⁽⁴⁾	788,215 common shares Direct ownership	16.73%
John Norton (3)(4)	516,929 common shares Direct ownership	10.97%
David Barshis (3)(4)	235,000 common shares Direct ownership	4.80%
Heinz-Josef Lenz (3)(4)	110,000 common shares Direct ownership	2.33%
James Sapirstein (3)(4)	135,000 common shares Direct ownership	2.81%
Evan Levine (3)(4)	600,000 common shares Direct Ownership	11.40%

Directors and Executive Officers as a Group, excluding Mr. Rainey ⁽¹⁾	3,920,118 common shares	60.31% common shares

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 15, 2014. As of August 15, 2014, there were 4,662,500 shares of our company's common stock issued and outstanding.

(2)

Mr. Rainey had been President, CEO, CFO, treasurer, from May 20, 2014 until his termination on February 12, 2015; The Company is in a dispute with Mr. Rainey and is seeking his shares back for the Company.

(3)

Messrs. Zalcberg , Mehta, Norton and Sapirstein joined the Company as Directors on May 20, 2014. Mr. Zalcberg resigned from the Board on June 1, 2015. Mr. Corbin joined the Company as a director on January 12, 2015. Messrs. Barshis and Lenz joined the Board on August 26, 2014 Mr. Levine joined the Company on February 4, 2015.

(4)

The amounts included in each person's shares include shares granted by the Company for acting as board and committee members but not yet issued, and such shares have a three year vesting (1/3 ^rd each year) for remaining on the Board, or with the Company. The amounts for each person listed under these provisions are as follows: Zalcberg-120,000, Corbin-120,000, Mehta-110,000, Norton-110,000, Barshis-235,000, Lenz-110,000, Sapirstein-135,000 and Levine-600,000. Mr. Zalcberg's shares were forfeited upon his resignation.

Changes in Control

On May 20, 2014, substantially all of the shares of the outstanding common stock were transferred to new owners pursuant to securities purchase agreements.

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with related persons

There have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a director or indirect material interest.

Corporate Governance

Messrs. Mehta, Corbin, Norton, Barshis, Lenz and Saperstein all qualify as Independent Directors in accordance with the NASDAQ Marketplace Rule 3200(a)(15). Although the Company does not have in place an Audit Committee it is anticipated that this will be implemented in the next 12 months.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2014 and 2013, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended May 31, 2014		Year Ended May 31, 2013
Audit Fees ⁽¹⁾	$	18,000	$	8,500
Audit Related Fees ⁽²⁾	$	0	$	0
Tax Fees ⁽³⁾	$	0	$	0

Total	$	18,000	$	8,500

(1)

Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under "Audit fees."

(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

Our Audit Committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved or ratified by the Board of Directors either before or after the respective services were rendered.

Our Audit Committee and our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit Number		Description of Exhibit
(10) 10.1* 10.2* 10.3* (14)		Material Contracts License Agreement between Northwestern University and the Company dated January 26, 2015 Exclusive License Agreement between the University of Rochester and the Company dated March 31, 2105 Asset Purchase Agreement between Faulk Pharmaceuticals, Inc. and the Company dated April 6, 2015 Code of Ethics
14.1		Incorporated by reference and previously filed as an exhibit with Form 10-K for the year ended May 31, 2013 filing dated August 29, 2013.
(21)		Subsidiaries of the Company
21.1*		Subsidiary of the Company
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101		Interactive Data File
101**		Interactive Data File (Form 10-K for the year ended May 31, 2014 furnished in XBRL).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*		Filed herewith.
**		Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	PANTHER BIOTECHNOLOGY, INC.
	(Registrant)

Dated: June 15, 2015	/s/ Evan Levine
	Evan Levine
	President and Chief Executive Officer
	(Principal Executive Officer)


	/s/ Evan Levine
	Evan Levine
	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

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 and on the dates indicated.

Dated: June 15, 2015	/s/ Evan Levine
	Evan Levine
	President and Chief Executive Officer
	(Principal Executive Officer)


	/s/ Evan Levine
	Evan Levine
	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

See included PDF file Exhibit 10.1 - for the License Agreement between Northwestern University and the Company dated January 26, 2015

EXCLUSIVE PATENT LICENSE AGREEMENT

This agreement (hereinafter "Agreement"), effective as of this 31st day of March, 2015 (hereinafter the "Effective Date"), is by and between the University of Rochester, an educational institution chartered by the State of New York and having its principal place of business at 601 Elmwood Avenue, Box URV, Rochester, New York 14642 ("University") and Panther Biotechnology Inc., a corporation organized and existing under the laws of the State of Nevada and having a place of business located at 2801 Lakeside Drive, Suite 207B, Bannockburn, Illinois 60015 (hereinafter "Licensee").

1.0 Preamble

1.1 University is the owner by assignment of the Patent Rights as defined below.

1.2 University desires that the Patent Rights be used as soon as possible for the development of products and processes for public use and benefit, and to this end desires to license the Patent Rights to a company capable of such development.

1.3 Licensee desires to acquire a license to the Patent Rights so that it can develop products and processes for public use and benefit. Licensee is under no contractual or other obligation that encumbers, restricts, or limits any of the rights granted by University under this Agreement.

2.0 Definitions

2.1 Terms defined in this Article 2.0, and parenthetically defined elsewhere in this Agreement, will throughout this Agreement have the meaning here or there provided. Defined terms may be used in the singular or in the plural, as sense requires.

2.2 " Affiliate " means any corporation or other business entity that controls, is controlled by, or is under common control with the Licensee. "Controls," "control," or "controlled" as used in this paragraph means direct or indirect ownership of more than fifty percent (50%) of the voting stock of such corporation, or more than a fifty percent (50%) interest, direct or indirect, in the decision-making authority of such other unincorporated business entity.

2.3 " Confidential Information " means information that is marked as confidential, or, if orally or visually disclosed, is indicated at the time of disclosure as confidential and provided in written form within thirty days. Notwithstanding the foregoing, the Receiving Party will have no obligation of confidentiality relating to any information of the Disclosing Party that:

(i) is disclosed by the Disclosing Party without restriction on further dissemination or is otherwise disclosed by the Receiving Party in compliance with the terms of the Disclosing Party's prior written approval; or

Page 1 of 24

(ii) at the time of receipt by the Receiving Party was independently known or developed by the Receiving Party, or becomes independently known to the Receiving Party thereafter, and can be so documented by written records; or

(iii) at any time becomes generally known to the public or otherwise publicly available through no fault of Receiving Party; or

(iv) has been or is made available to Receiving Party by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to Disclosing Party; or

(v) the Receiving Party is obligated to disclose in order to comply with applicable laws or regulations, or with a court or administrative order, provided that the Receiving Party (i) promptly notifies the Disclosing Party, and (ii) cooperates reasonably with the Disclosing Party's efforts to contest or limit the scope of such disclosure.

2.4 " Field " means use of Technology to develop, use, manufacture and sell small molecule therapeutics.

2.5 " First Commercial Sale " means the initial transfer by or on behalf of Licensee, its Affiliate, or its Sublicensee of Licensed Products in exchange for cash or some equivalent to which value can be assigned for the purpose of determining Net Sales Revenue.

2.6 " Licensed Product " means any tangible materials, compositions, or other products, or processes which, in the course of manufacture, use, offer to sell, or sale would, in the absence of this Agreement, infringe one or more issued, unexpired patent claims, or one or more claims in a pending patent application, contained in the Patent Rights in the country of manufacture, use, or sale (Infringement shall include, but is not limited to, direct, contributory, or inducement to infringe.); or which is made with, uses or incorporates any Technology.

2.7 " Net Sales Revenue " means the gross amount of monies or cash equivalent or other consideration that is invoiced by Licensee, Affiliate, or Sublicensees to unrelated third parties for sale or transfer of Licensed Products, less (a) all trade, quantity, and cash discounts actually allowed and taken; (b) credits and allowances actually granted and taken on account of rejections, returns, or billing errors; (c) packing costs; (d) transportation; (e) insurance; (f) taxes, duties, tariffs, or other governmental charges imposed on the sale of the Licensed Product, including value added taxes or other governmental charges otherwise measured by the amount paid for the Licensed Product, but specifically excluding taxes based on the net income of the seller. No other deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by Licensee or Sublicensees or on its payroll. A transfer of Licensed Product to a Sublicensee or Affiliate for end use but not resale by the Sublicensee or Affiliate shall be treated as an invoiced sale by Licensee at the list price of the Licensee in an arm's-length transaction.

2.8 " Patent Rights " means those patents and patent applications listed in Appendix A and all patents claiming priority thereto or arising therefrom.

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2.8.1 "Patent Rights" includes patents and patent applications, whether domestic or foreign, including all provisionals, divisionals, continuations, reissues, reexaminations, renewals, extensions, and supplementary protection certificates of any such patents and patent applications.

2.8.2 Only to the extent that claims issuing therefrom obtain the benefit of a priority date of any of the foregoing applications and contain one or more claims directed to the invention or inventions disclosed in 2.8.1., "Patent Rights" also includes continuations-in-part, and all divisionals and continuations of these continuations-in-part, patents arising therefrom, and foreign patents, extensions, and supplemental protection certificates and applications corresponding thereto.

2.9 " Sublicense " means the present, future or contingent transfer of any license, right, or option granted under the Patent Rights, in whole or in part.

2.10 " Sublicensee " means any third party to whom Licensee has granted a sublicense pursuant to Article 4.0 of this Agreement to make, have made, use, and/or sell the Licensed Product under the Patent Rights, provided the third party has agreed in writing with Licensee to accept the conditions and restrictions agreed to by Licensee in this Agreement.

2.11 " Territory " means worldwide.

2.12 " First Human Dose " means the first instance in which a dose of a Licensed Product is administered to a human being in a clinical trial.

2.13 " Initiation of Phase II Clinical Trial " means the first visit by the first human subject in a Phase II clinical Trial during which dosing of a Licensed Product occurs.

2.14 "Initiation of Phase III Clinical Trial " means the first visit by the first human subject in a Phase III clinical Trial during which dosing of a Licensed Product occurs.

2.15 "Technology" means the Patent Rights and additional information, materials, know-how, processes, procedures, compositions, devices, methods, formulas, protocols, techniques, software, designs, drawings or data that will be provided by University to Licensee. Technology may or may not be confidential in nature.

3.0 Grant of Rights

3.1 Grant. Subject to Licensee's compliance with Articles 8.0 (Licensing Fees and Royalty) and 9.0 (Payments and Reports), and all other provisions of this Agreement, and to the reservation of rights in Paragraphs 3.2 and 3.3, University hereby grants to Licensee, and Licensee accepts, an exclusive, royalty-bearing license, with the right to Sublicense, in the Field under the Patent Rights and Technology rights to import, make, have made, use, offer to sell and sell Licensed Products in the Territory.

Page 3 of 24

3.2 Reservation of Rights. The University and Inventors of the Patent Rights expressly reserve the right to use the Patent Rights and Technology (i) for research, teaching, and other education related purposes; (ii) in publications related to its scientific research and findings; and (iii) for any other purpose that is not inconsistent with the rights granted to Licensee under this Agreement.

3.3 Government Rights . Paragraph 3.1 notwithstanding, Licensee acknowledges that Patent Rights involve federal research funding, that University has obligations ("Obligations") under Title 35 of the United States Code Sections 200–204, and that actions taken by University to fulfill such Obligations will not be deemed inconsistent with University's obligations under this Agreement. Licensee acknowledges that Obligations include, but are not limited to, the grant of an irrevocable, non-exclusive, nontransferable, royalty-free worldwide license to Patent Rights by University to the United States government, and a statement of United States Government patent rights on all the patents and patent applications within the Patent Rights. Licensee acknowledges that any and all determinations of federal funding involvement will be made solely by University, and University's determination must be honored by Licensee. Licensee agrees that Licensed Products made, used or sold in the United States must be manufactured substantially in the United States so long as the license granted pursuant to Paragraph 3.1 remains exclusive, unless a written waiver is obtained in advance from the United States government.

3.4 No Other Rights Implied . This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of University other than the Patent Rights defined in Paragraph 2.8 and Appendix A attached hereto, regardless of whether such patents are dominant or subordinate to the Patent Rights. University does not commit to Licensee to bring suit against third parties for infringements, except as described in Article 15.0.

4.0 Sublicensing

4.1 Right to Sublicense . During the term of exclusivity of the license granted in Section 3.1 of this Agreement, Licensee will have the right to grant non-exclusive Sublicenses to Patent Rights in the Field and Territory at terms and conditions not less favorable to University than those required by this Agreement. University acknowledges that Sublicenses may be exclusive for a particular field of use, or exclusive for a particular territory, providing that no Sublicense may transfer the entirety of the rights granted to Licensee pursuant to this Agreement.

4.2 Required Terms of Sublicense . Each Sublicense granted by Licensee must provide that the Obligations to University of Paragraph 3.3 (Government Rights), Article 6.0 (Diligence), Article 10.0 (Record Keeping), Article 14.0 (Patent Marking), Article 17.0 (Use of Names), and Article 19.0 (Indemnification) of this Agreement are binding upon the Sublicensee as if it were a party to this Agreement. Licensee will attach copies of these Paragraphs and Articles to all Sublicenses.

4.3 Any Sublicense granted by Licensee shall provide for the termination of the Sublicense, or the conversion to a license directly between the Sublicensee and University, at the option of the Sublicensee, upon termination of this Agreement under Article 11.0. Any conversion is subject to University approval and contingent upon acceptance by the Sublicense of the remaining provisions of this Agreement.

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4.4 Obligations of Licensee . With respect to the right to Sublicense granted pursuant to this Section, Licensee shall:

4.4.1 assume responsibility for its Sublicensees and not grant any rights that are inconsistent with the rights and obligations of this Agreement. Any act or omission of a Sublicensee that would be a breach of this Agreement if performed by Licensee will be deemed a breach by Licensee of this Agreement;

4.4.2 not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Section 4.1;

4.4.3 obtain University approval prior to granting any and all Sublicenses; such approval will not be unreasonably withheld or delayed; and

4.4.4 promptly provide University the name and address of each Sublicensee with whom it concludes a Sublicense, and forward to University a copy of each executed Sublicense within thirty (30) days of the date of execution of such Sublicense.

4.5 Sublicense to Non-Profit and Academic Institutions : Licensee agrees to grant to any non-profit or academic institution upon request a non-exclusive, royalty-free sublicense to use the Patent Rights for non-commercial research, teaching, and/or educational related purposes only.

4.6	Litigation by Sublicensee. Any Sublicense shall include the following clauses:

4.6.1 In the event Sublicensee brings an action seeking to invalidate any Patent Rights:

4.6.1.1 Sublicensee will double the payment paid to Licensee during the pendency of such action. Moreover, should the outcome of such action determine that any claim of a patent challenged by the Sublicensee is both valid and infringed by a Licensed Product, Sublicensee will pay triple times the payment paid under the original Sublicense;

4.6.1.2 Sublicensee will have no right to recoup any royalties paid before or during the period challenge;

4.6.1.3 Any dispute regarding the validity of any Licensed Patent shall be litigated in the courts located in Rochester, NY, and the parties agree not to challenge personal jurisdiction in that forum;

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4.6.1.4 Sublicensee shall not pay royalties into any escrow or other similar account.

4.6.2 Sublicensee will provide written notice to University at least three months prior to bringing an action seeking to invalidate Patent Rights. Sublicensee will include with such written notice an identification of all prior art it believes to invalidate any claim of the Patent Rights.

4.7	Copy of Sublicenses and Sublicensee Royalty Reports

4.7.1 Licensee will submit to University a copy of each Sublicense, any subsequent amendments and all copies of sublicensees' royalty reports. Beginning with the first Sublicense, the Chief Financial Officer or equivalent will certify annually regarding the name and number of sublicensees.

5.0 Confidential Information

5.1 Patent Information. Licensee acknowledges that it has previously received copies of all patents and patent applications comprising the Patent Rights. Pursuant to this Agreement, all information and correspondence relating to the Patent Rights received from University or University's patent counsel is considered the University's Confidential Information, whether or not marked as confidential.

5.2 Confidentiality Obligation . Beginning on the Effective Date of this Agreement and continuing throughout the term of this Agreement and thereafter for a period of five (5) years, neither party will at any time, without the express prior written consent of the other, disclose or otherwise make known or available to any third party any Confidential Information of the other party. The receiving party will utilize reasonable procedures to safeguard the Confidential Information of the disclosing party, including releasing such Confidential Information only to its employees, agents, or Affiliates on a "need-to-know" basis. Licensee is authorized to release Confidential Information to potential Sublicensees for the purpose of negotiating and granting a Sublicense, provided that Licensee takes reasonable precautions to safeguard such Confidential Information of University.

5.3 Licensee's Confidential Information . Except as required by law, University will maintain in confidence all information designated in writing by Licensee as Licensee's Confidential Information. In the event of a request for such information, University agrees to inform Licensee of such request.

5.4 Disclosure of Terms of Agreement to Inventors . University may disclose to the Inventors of the Patent Rights the terms and conditions of this Agreement upon their request. If such disclosure is made, University shall request that the Inventors keep such information confidential.

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6.0 Diligence

6.1 Diligence Obligations. Licensee, during the term of this Agreement, must utilize its reasonable best efforts in diligently proceeding with the development, manufacture, sale, and other commercial exploitation of the Patent Rights, and in creating a supply of and demand for Licensed Products. Licensee must utilize its reasonable best efforts to initiate (a) a Phase I Clinical Trial by November 1, 2018, (b) a Phase II Clinical Trial by November 1, 2020, and (c) a Phase III Clinical Trial by November 1, 2022. "Reasonable best efforts" for the purpose of this paragraph includes, but is not limited to, adherence to the Commercial Development Plan in Appendix B and performance of the Benchmarks in Appendix C. The efforts of a Sublicensee will be considered the efforts of Licensee. Any amendment to the Commercial Development Plan and/or Benchmarks must be mutually agreed to in writing by University and Licensee, and attached to this Agreement. Licensee shall provide a written report on or before December 31 ^st of each year after the Effective Date describing the Licensee's progress during the preceding year toward achievement of the Commercial Development Plan and Benchmarks. Such report shall include, as a minimum, information sufficient to enable University to satisfy relevant reporting requirements of the U.S. government and to ascertain Licensee's progress toward meeting the diligence requirements of this Article 6.0.

6.2 First Commercial Sale . Licensee agrees to have Licensed Product available for commercial use or sale no later than December 31, 2026. Upon the First Commercial Sale of the Licensed Product, until the expiration of this Agreement, Licensee must continue to use its reasonable best efforts to keep Licensed Product reasonably accessible to the public.

6.3 Failure to Meet Diligence Obligations . If Licensee fails to adhere to the diligence obligations set forth in this Article 6.0 (Diligence) or elsewhere in this Agreement, University may terminate this Agreement or, at University's sole discretion, terminate the exclusivity of the license granted herein in accordance with the options for termination set forth in Article 11.0 of this Agreement.

6.4 Financial Capability . At all times during the term of this Agreement, Licensee shall maintain the financial capability to meet the Diligence Obligations of Paragraphs 6.1 and 6.2. Upon inquiry by University, Licensee will provide any requested assurances and disclosures, including, but not limited to, financial records that will demonstrate its financial capability.

7.0 Patent Prosecution and Cost Recovery

7.1 Patent Prosecution . University or its designee will have sole control over the filing, prosecution, maintenance, and management of any and all issued patents and pending and future patent applications encompassing the Patent Rights, as of the Effective Date of this Agreement; provided that Licensee will identify in writing to University countries ("Identified Countries") in which to file, prosecute, and/or maintain patent applications or patents of the Patent Rights. University will select all outside counsel for prosecution of the Patent Rights and such counsel will represent University in such prosecution. University will keep Licensee fully informed, at Licensee's expense, of all prosecution related actions, including submitting to Licensee copies of all official actions and responses, and will reasonably cooperate with Licensee to whatever extent is reasonably necessary to provide Licensee the full benefit of the license granted herein. Each party will promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Patent Rights and permit a reasonable amount of time for each other to provide comments and suggestions with respect to the preparation, filing, and prosecution of Patent Rights, which comments and suggestions will be considered by the other party.

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7.2 Non-Identified Countries . At University's option, in countries other than the Identified Countries ("Non-Identified Countries"), University may prepare, apply for, seek prompt issuance of, and maintain during the term of this Agreement patent application and patents encompassing the Patent Rights using patent counsel selected by University. The preparation, prosecution, filing and maintenance of all patents and patent applications contained in the Patent Rights in Non-Identified Countries shall be the primary responsibility of University. License grants referred to in Article 3.0 of this Agreement shall not apply to such patents and applications. At the request and expense of Licensee, and at the University's sole discretion, University may advise Licensee with regard to any actions taken with respect to the Patent Rights in a Non-Identified Country.

7.3 Licensee will hold University harmless for any action taken by University's designee and/or patent counsel.

7.4 Patent Fee Reimbursement . Licensee will reimburse University for all mutually agreed fees and costs relating to the filing, prosecution, and maintenance of patent applications, including without limitation, interferences, oppositions, and reexaminations, and the maintenance and defense of patents in Patent Rights, including fees and cost incurred on, and after the Effective Date of this Agreement. Such fees and costs will not include costs incurred by University in the use of its own resources, such as employee time, and will not extend to patenting fees and costs incurred by University after termination of this Agreement. Licensee will pay invoices for such fees and costs submitted by University upon receipt of any such invoice. In any country where Licensee fails to pay fees and costs invoiced to Licensee by University within thirty (30) days of the date of such invoice, University may file, prosecute and/or maintain a patent application or patent at its own expense and for its own exclusive benefit, and Licensee thereafter will not be licensed under such patent or patent application.

7.5 Election to Discontinue Patent Rights . Licensee's obligation to pay patent costs as specified in Paragraph 7.4 of this Agreement shall continue for as long as this Agreement remains in effect; provided however, that Licensee may terminate its obligation with respect to any given patent application or patent upon three (3) months written notice to University. University will use its best efforts during the three-month period to minimize any additional patent costs upon receipt of notice from Licensee. University may elect to file, prosecute, and/or maintain such applications(s) or patent(s) at its sole discretion and expense; provided however, that Licensee shall have no further right or license regarding such patent application and related Patent Rights.

7.6 Extension of Licensed Patent(s). Licensee may request that University have the normal term of any Patent Rights extended or restored under a country's procedure of extending patent term for time lost in governmental regulatory approval processes, and the expense of doing so shall be borne by Licensee. Licensee shall assist University to take whatever action is necessary to obtain such extension. In the case of such extension, royalties pursuant to Article 8.0 shall be payable until the end of the extended life of the patent. In the event that Licensee does not elect to extend Patent Rights, University may, at its own expense, effect the extension of such patents. If University elects to pay such expenses, such extended Patent Rights shall not be subject to any license granted to Licensee hereunder.

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8.0 Licensing Fees and Royalties

8.1 License Issue Fee . As partial consideration for the rights conveyed by University under this Agreement, Licensee agrees to pay to University a one-time, non-refundable, non-creditable license issue fee of Two Hundred Thousand dollars ($ 200,000) worth of Licensee's stock based upon the average price per share in the week preceding finalization of this Agreement. The transaction shall be complete within Thirty (30) days upon the execution of this Agreement. University may not transfer the shares before August 30 ^th , 2016.

8.2 License Maintenance Fees . In addition to the foregoing License Issue Fee, for the Term of this Agreement on an annual basis measured from the effective date of the Agreement, Licensee will pay at the beginning of the year a non-refundable minimum annual maintenance fee of Fifteen Thousand Dollars ($15,000) in cash or company stock each year prior to the onset of clinical trials. Rochester will waive the pre-clinical trial annual maintenance fee if Company spends at least Two Hundred Thousand Dollars ($200,000) annually on the drug development of said small molecules that would infringe Patent Rights. After the onset of clinical trials, Company pays a non-refundable minimum annual maintenance fee of Twenty Five Thousand Dollars ($25,000) in cash or company stocks each year or part of year until the first product is commercialized and sales royalty payments begin. Annual maintenance fees paid in cash will be credited against the costs of maintaining the Patent Rights for that year.

8.3 Earned Royalties . During the term of this Agreement, Licensee agrees to pay to University an earned royalty of Five Percent (5%) of the first Ten Million Dollars ($10,000,000) in Net Sales Revenue, Four Percent (4%) of the second Ten Million Dollars ($10,000,000) in Net Sales Revenue, Three Percent (3%) of the third Ten Million Dollars ($10,000,000) in Net Sales Revenue, Two Percent (2%) of the fourth Ten Million Dollars ($10,000,000) in Net Sales Revenue, and One Percent (1%) of all remaining Net Sales Revenue. Earned royalty payments are due and payable within thirty (30) days of the end of each calendar quarter.

Notwithstanding the above, should Licensee bring an action seeking to invalidate any of the Patent Rights, Licensee shall pay royalties to University that are twice the payment set forth in Section 8.3 during the pendency of the action. Moreover, should the outcome of such action determine that any claim of a patent challenged by Licensee is both valid and infringed by a Licensed Product, Licensee shall pay royalties that are triple the payment set forth in Section 8.3.

8.4 Sublicense Payments . Licensee agrees to pay to University Fifty Percent (50%) of all cash and non-cash considerations derived from Sublicenses granted by Licensee to and in Patent Rights, excluding earned royalties pursuant to paragraph 8.3, loans, equity investments, and research and development support. Licensee agrees to pay to University the earned royalty rate of paragraph 8.4 as applied to each Sublicensee's Net Sales Revenue for Licensed Product. Sublicense payments are due and payable within thirty (30) days of the end of each calendar quarter.

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8.4.1. In the event that sublicensing occurs prior to Milestone Payments, Milestones shall remain payable, however no Sublicense Payment shall be payable pursuant to this Section 8.4 for any portion of payments received from Sublicensees that are in fulfillment of a Licensee milestone paid to University pursuant to Section 8.4 hereof.

8.4.2. In the event that the Patent Rights are sublicensed as a "bundle" with other technologies, the value attributable to the Patent Rights will be a commercially reasonable value as determined by Licensee, providing that (a) proper documentation supporting that valuation is provided by Licensee to University, and (b) if University reasonably disputes that valuation, then in any dispute resolution the burden will be Licensee's to support its valuation.

8.5 Milestone Payments . Licensee agrees to pay University the milestone payments per product as set forth below:

If Licensee sponsors Phase I, II and III clinical trials, Licensee will pay Five Hundred Thousand Dollars ($500,000) within Thirty (30) days of approval of Licensed Product;

If Licensee sells a controlling interest in or sublicenses substantially all of the Patent Rights before the initiation of Phase II clinical trial, Licensee will pay

Two Hundred Thousand Dollars ($200,000) within 30 days of initiation of Phase II clinical trial;

Two Hundred Thousand Dollars ($200,000) within 30 days of initiation of Phase III clinical trial; and

Three Hundred Thousand Dollars ($300,000) within 30 days of approval of Licensed Product:

Licensee must notify University in writing within Thirty (30) days upon the achievement of each milestone, such notice to be accompanied by the designated payment of the appropriate milestone.

8.6 No Royalty Deductions for Charges Imposed . Licensee will be responsible for the payment of all taxes, duties, levies, and other charges including, but not limited to sales, use, gross receipts, excise, VAT, ad valorem and any other taxes, any withholdings or deductions, import and custom taxes, any duties, or any other charges imposed by any taxing authority with respect to the royalties payable to University under this Agreement. Should Licensee be required under any law or regulation of any government entity or authority, domestic or foreign, to withhold or deduct any portion of the payments on royalties due to University, then the sum payable to University must be increased by the amount necessary to yield to University an amount equal to the sum it would have received had no withholdings or deductions been made. University will cooperate with Licensee in the event Licensee elects to assert, at its own expense, University's exemption from any such tax or deduction.

8.7 No Duplication of Royalty Payment Due to Patent Rights . No multiple royalties will be payable to University because any Licensed Product or its manufacture, use, or sale are or will be covered by more than one patent application or issued patent included as part of Patent Rights.

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9.0 Payment and Reports

9.1

Reports.

9.1.1 Progress Reports . Until Licensee or any Sublicensee engages in commercial use or sale of Licensed Products, Licensee must prepare and submit to University within thirty (30) days of December 31st of each year a report regarding the progress of Licensee and any Sublicensees in developing Licensed Products for commercial exploitation. This report must include such particulars as are necessary to demonstrate compliance with the diligence obligations set forth in Article 6.0 (Diligence) of this Agreement including, but not limited to a summary of work completed, summary of work in progress, current schedule of anticipated events or milestones, market plans for introduction of Licensed Product, and summary of resources spent during the reporting period.

9.1.2 Royalty Reports. With each royalty payment, Licensee must include a report setting forth such particulars of the business conducted by Licensee, Affiliate, and each Sublicensee during the preceding calendar quarter as will be pertinent to royalty accounting as specified in this Agreement. This report must include at least (a) the number of units of Licensed Products manufactured, used, or sold; (b) gross amounts billed or invoiced for Licensed Products; (c) names and addresses of any and all Sublicensees; (d) net revenues and other consideration as defined in paragraph 8.5 received from each Sublicensee during the most recently complete calendar quarter; (e) discounts and allowances; and (f) calculation of total royalties due University. If no sales of Licensed Products were made and no Sublicense revenue was received by Licensee during any reporting period, Licensee shall so report.

9.2 Payments.

9.2.1 Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party, Sublicensee, or Affiliate.

9.2.2. Licensee must pay earned royalties to University quarterly within thirty (30) days of each of the following dates: March 31, June 30, September 30, and December 31 of each year.

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9.2.3 Form of Payments . All payments required under this Agreement must be made in U.S. dollars by check or money order payable to the University of Rochester, and delivered to University as specified in this Agreement; or, if so directed in writing by University, in such currency, form, and to such account as University may designate. The royalties on sales in currencies other than U.S. Dollars must be calculated using the appropriate foreign exchange rate for such currency quoted in The Wall Street Journal on the last business day of the calendar quarter in which the Net Sales Revenue occurred. All non-U.S. taxes related to royalty payments must be paid by Licensee and are not deductible from the payments due University.

9.2.4 Late Fee . Any payment due to University under terms of this Agreement that is more than thirty (30) days past due shall bear interest until paid at a per annum rate equal to two percent (2%) plus the prime rate as set forth by The Wall Street Journal on the date on which such payment is due. The payment of such interest amount must be made at the time the overdue payment is made. The payment of such interest amount will not foreclose or limit University from exercising any other rights it may have as a consequence of the lateness of any payment.

10.0 Record Keeping

10.1 Records . Licensee, its Affiliates, and Sublicensees, must keep complete and accurate records and books of account containing all information necessary for the computation and verification of the amounts to be paid hereunder. Licensee must keep these records and books for a period of five (5) years following the end of the Licensee's fiscal year to which the information pertains.

10.2 Audit Rights . Licensee will, at the request of University, permit one or more accountants selected by University ("Accountant") to have access to Licensee's records and books of account during ordinary working hours to audit with respect to any payment period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any such period in which the Licensee failed to report or make payment pursuant to the terms of this Agreement.

10.3 Confidentiality of Audit . The Accountant must not disclose to University any information relating to the business of Licensee except that which is necessary to inform University of: (a) the accuracy or inaccuracy of Licensee's reports and payments; (b) compliance or noncompliance by Licensee with the terms and conditions of this Agreement; (c) the extent of any inaccuracy or noncompliance; and (d) any information that the accountant believes materially relates to Paragraph 10.2 of this Agreement.

10.4 Audit Findings . Should the Accountant believe there is an inaccuracy in any of the Licensee's payments or noncompliance by the Licensee with any of such terms and conditions, the Accountant will have the right to make and retain copies (including photocopies) of any pertinent portions of the records and books of account. In the event that Licensee's royalties calculated for any quarterly period are underreported by more than Five Percent (5%), the costs of any audit and review initiated by University will be borne by Licensee; otherwise, University will bear the costs of any audit initiated by University.

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11.0 Term and Termination of Agreement

11.1 Term . The term of this Agreement will commence on the Effective Date and will end upon the latest of (i) expiration of the last-to-expire valid claim of the Patent Rights (such expiration to occur only after expiration of extensions of any nature to such patents which may be obtained under applicable statutes or regulations in the respective countries of territory, such as the Drug Price Competition and Patent Term Restoration Act of 1984 in the U.S.A. and similar patent extension laws in other countries); and (ii) the ten (10) year anniversary of commercial launch of any Licensed Product unless sooner terminated in accordance with the provisions set forth in this Article 11.0 (Term and Termination of Agreement) of this Agreement.

11.2 Termination for Breach . University may terminate this Agreement effective thirty (30) days after Licensee's receipt of University's Notice of Termination, if Licensee (a) is in default in payment of royalties or in providing reports, (b) intentionally provides a false report, or (c) materially breaches this Agreement and, in each case, does not cure such breach within thirty (30) days after receiving the Notice of Termination by University. Licensee agrees that any and all diligence requirements are material license terms, as are all royalty and payment requirements.

11.3 Termination for Bankruptcy . This Agreement and the license granted hereunder will terminate immediately in the event that: (a) Licensee seeks liquidation, reorganization, dissolution or winding-up of itself, is insolvent or evidence exists as to its insolvency, or Licensee makes any general assignment for the benefit of its creditors; (b) a petition is filed by or against Licensee, or any proceeding is initiated by or against Licensee, or any proceeding is initiated against Licensee as a debtor, under any bankruptcy or insolvency law, unless the laws then in effect void the effectiveness of this provision; (c) a receiver, trustee, or any similar officer is appointed to take possession, custody, or control of all or any part of Licensee's assets or property; or (d) Licensee adopts any resolution of its Board of Directors or stockholders for the purpose of effecting any of the foregoing.

11.4 Licensee's Right to Terminate . Licensee will have a right to terminate this Agreement with or without cause, upon ninety (90) days prior written notice to University.

11.5 No Other Remedies Affected . The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.

11.6 Termination Ends Grant of Rights . Termination of this Agreement will terminate all rights and licenses granted to Licensee under Paragraph 3.0 of this Agreement.

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11.7 Effect of Termination on Sublicense . Upon termination of this Agreement, any and all existing Sublicenses will terminate or convert to a license directly between the Sublicensee and the University pursuant to paragraph 4.3 of this Agreement.

11.8 Effect of Termination on Financial Obligations . Termination by University or Licensee under the options set forth in this Agreement will not relieve Licensee from any financial obligations to University arising from this Agreement that accrue prior to or after termination, or from performing according to any and all other provisions of this Agreement that survive termination.

11.9 In the event that there remain no valid, enforceable, and infringed Patent Rights covering Licensed Products, then following termination Licensee and any Sublicensees will have no further obligation to pay royalties thereon or to account to University therefor.

11.10 Final Report . Within ninety (90) days of termination of this Agreement, Licensee shall submit a final report. All payments, including but not limited to earned royalty payments, license maintenance fees, milestone payments and patent expense reimbursements due to University will become immediately due and payable upon termination.

12.0 Notices

Any notice or other communication will be in writing and will be deemed to have been properly given and be effective (i) upon the date of delivery if delivered in person, by facsimile, or courier service to the respective addresses set forth below, or to such other address as either party will designate by written notice given to the other party, or (ii) five days after mailing, if mailed by first-class or certified mail, postage paid, or to the respective addresses below. If notice or other communication is given by facsimile transmission, said notice will be confirmed by prompt delivery of the hardcopy original.

In the case of Licensee:

Panther Biotechnology

2801 Lakeside Drive, Suite 207B

Bannockburn, Illinois 60015

ATTN: David Barshis

In the case of University :

Intellectual Property Director

UR Ventures

601 Elmwood Ave., Box URV

Rochester, NY 14642

Telephone No.: 585-276-6600

Facsimile No.: 585-785-8829

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13.0 Proprietary Rights

Licensee will not, by performance under this Agreement, obtain any ownership interest in Patent Rights or any other proprietary rights or information of University, its officers, inventors, employees, students, or agents.

14.0 Patent Marking

Licensee must mark, and must require any Sublicensee to mark, any and all material forms of Licensed Products or packaging pertaining thereto made and sold by Licensee (and/or by its Sublicensees) in the United States with an appropriate patent marking identifying the pendency of any U.S. patent application and/or any issued U.S. or foreign patent forming any part of Patent Rights. All Licensed Products shipped to or sold in other countries must be marked in such a manner as to provide notice to potential infringers pursuant to the patent laws and practice of the country of manufacture or sale.

15.0 Patent Infringement

15.1 Notification of Infringement . University and Licensee will promptly notify each other of any infringement or possible infringement of the Patent Rights, as well as any facts that may affect the validity, scope, or enforceability of the Patent Rights, of which either party becomes aware. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation.

15.2 Rights to Sue for Infringement . Pursuant to this Agreement and the provisions of Chapter 29 of Title 35, United States Code, Licensee may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Patent Rights and defend in its own name, at its own expense, any allegation of invalidity or non-infringement of any of the Patent Rights brought in a declaratory judgment action or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee; b) in any such suit, enjoin infringement and collect for its use damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Patent Rights. Licensee will have the first right to bring or defend such suit(s). Licensee may request University to initiate or join any such suit if necessary to avoid dismissal of the suit. Should University be made a party to any such suit at the request of the Licensee, Licensee must reimburse University for any costs, expenses, or fees that University incurs as a result of such motion or other action, including any and all costs incurred by University in opposing any such motion or other action. In all cases, Licensee will keep University reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee must notify University and give careful consideration to the views of University in deciding whether to bring suit. If Licensee notifies the University that it will not be bringing suit for infringement of claims of Patent Rights, University shall have the right to bring and control any such action at its own expense and by counsel of its own choosing. If Licensee elects not to defend against any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, University, at its option, may do so at its own expense.

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15.3 Application of Amounts Recovered . Up to fifty percent (50%) of the expenses (including costs, fees, attorneys fees and disbursements) paid by Licensee with respect to an action commenced or defended under Paragraph 15.2 may be credited against the earned royalties payable to University under Paragraph 8.4 under the Patent Rights in the country in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any one year to less than the Minimum Annual Royalties set forth in Paragraph 8.3. Any recovery made by Licensee, through court judgment or settlement, first must be applied to reimburse University for royalties withheld as a credit against litigation expenses and then to reimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally between Licensee and University after Licensee is reimbursed for its out-of-pocket expenses relating to obtaining the recovery.

15.4 University will cooperate fully with Licensee in connection with an infringement action initiated under Paragraph 15.2. University will promptly provide access to all necessary documents and render reasonable assistance in response to a request by Licensee.

16.0 Patent Validity

16.1 If any claim challenging the validity or enforceability of any of Patent Rights will be brought against Licensee, Licensee will promptly notify University. University, at its option, will have the right, within thirty (30) days after notification by Licensee of such action, to intervene and take over the sole defense of the claim at University's expense.

16.2 If Licensee or third party challenges the validity or enforceability of any of Patent Rights, subject to Section 8.3 Licensee will not suspend any payments due University until such time as the Patent Rights are determined to be invalid or unenforceable by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken.

17.0 Use of Names

Nothing contained in this Agreement will be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of a party hereto including any contraction, abbreviation or simulation of any of the foregoing, unless the express written permission of the other party has been obtained, provided that both parties may state the existence of this Agreement and the fact that both parties entered into it. For any other use other than the foregoing, Licensee hereby expressly agrees not to use the name "University of Rochester" without prior written approval from University.

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18.0 Representations and Warranties

18.1 University Representations . University represents and warrants as of the Effective Date of this Agreement that it: (a) has an ownership interest in the Patent Rights; (b) the list of the Patent Rights contained in Appendix A is accurate and complete in all respects; (c) has the right to grant the license in and to Patent Rights set forth in this Agreement; and (d) it has not granted any licenses under the Patent Rights which would conflict with the rights granted herein.

18.2 Disclaimers . Nothing in this Agreement will be construed as:

(a) A representation or warranty by University as to the patentability, validity, scope, or usefulness of Patent Rights;

(b) A representation or warranty by University that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of third-party patents or other proprietary rights, or University patents or other proprietary rights not included in Patent Rights;

(d) An obligation to furnish any know-how not provided in Patent Rights; or

UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PATENT RIGHTS, THE LICENSED PRODUCTS, OR ANYTHING ELSE LICENSED, DISCLOSED, OR OTHERWISE PROVIDED TO LICENSEE UNDER THIS AGREEMENT. UNIVERSITY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE COSTS AND FEES PAID TO UNIVERSITY UNDER THIS AGREEMENT.

19.0 Indemnification

19.1 INDEMNIFICATION BY LICENSEE. EACH PARTY WILL NOTIFY THE OTHER OF ANY CLAIM, LAWSUIT OR OTHER PROCEEDING RELATED TO THE PATENT RIGHTS. LICENSEE AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS UNIVERSITY, ITS FACULTY MEMBERS, SCIENTISTS, RESEARCHERS, EMPLOYEES, OFFICERS, TRUSTEES, AND AGENTS AND EACH OF THEM (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, OR OTHER PROCEEDINGS (THE "CLAIMS") FILED OR OTHERWISE INSTITUTED AGAINST ANY OF THE INDEMNIFIED PARTIES RELATED DIRECTLY OR INDIRECTLY TO OR ARISING OUT OF THE DESIGN, PROCESS, MANUFACTURE, OR USE BY LICENSEE, ITS SUBLICENSEEES, OR ANY OF THEIR CUSTOMERS OF THE LICENSED PRODUCTS AND ANY EMBODIMENT OF THE PATENT RIGHTS; PROVIDED, HOWEVER, THAT SUCH INDEMNITY WILL NOT APPLY TO ANY CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY. LICENSEE WILL ALSO ASSUME RESPONSIBILITY FOR ALL COSTS AND EXPENSES RELATED TO SUCH CLAIMS FOR WHICH IT IS OBLIGATED TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS PARAGRAPH 19.1, INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES AND COSTS OF LITIGATION OR OTHER DEFENSE.

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19.2 INDEMNIFICATION BY UNIVERSITY. UNIVERSITY IS NOT LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, LOST PROFIT, EXPECTATION, PUNITIVE OR OTHER INDIRECT DAMAGES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT, OR OTHERWISE.

19.3 LICENSEE WILL COMPLY WITH ALL STATUTORY WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY REQUIREMENTS FOR ACTIVITIES PERFORMED UNDER THIS AGREEMENT.

19.4 DURING THE TERM OF THIS AGREEMENT, LICENSEE WILL MAINTAIN COMPREHENSIVE GENERAL LIABILITY INSURANCE, INCLUDING PRODUCT LIABILITY INSURANCE, WITH A REPUTABLE AND FINANCIALLY SECURE INSURANCE CARRIER TO COVER THE ACTIVITIES OF LICENSEE AND ITS SUBLICENSEES. THE INSURANCE WILL PROVIDE MINIMUM LIMITS OF LIABILITY OF $5,000,000 AND WILL INCLUDE UNIVERSITY AS ADDITIONAL INSUREDS. INSURANCE MUST COVER CLAIMS INCURRED, DISCOVERED, MANIFESTED, OR MADE DURING OR AFTER THE EXPIRATION OF THIS AGREEMENT AND MUST BE PLACED WITH CARRIERS WITH RATINGS OF AT LEAST A- AS RATED BY A.M. BEST. WITHIN 15 DAYS OF THE EFFECTIVE DATE OF THIS AGREEMENT, LICENSEE WILL FURNISH A CERTIFICATE OF INSURANCE EVIDENCING PRIMARY COVERAGE AND ADDITIONAL INSURED REQUIREMENTS. LICENSEE WILL PROVIDE TO UNIVERSITY 30 DAYS PRIOR WRITTEN NOTICE OF CANCELLATION OR MATERIAL CHANGE TO THIS INSURANCE COVERAGE. LICENSEE WILL ADVISE UNIVERSITY IN WRITING THAT IT MAINTAINS EXCESS LIABILITY COVERAGE OVER PRIMARY INSURANCE FOR AT LEAST THE MINIMUM LIMITS SET FORTH ABOVE. ALL INSURANCE OF LICENSEE WILL BE PRIMARY COVERAGE; INSURANCE OF UNIVERSITY WILL BE EXCESS AND NONCONTRIBUTORY.

19.5 NOTICE. IT SHALL BE A CONDITION PRECEDENT TO AN INDEMNIFIED PARTY'S RIGHT TO SEEK INDEMNIFICATION UNDER PARAGRAPH 19.1 OR 19.2 THAT SUCH PARTY SHALL (A) PROMPTLY NOTIFY THE INDEMNIFYING PARTY OF A CLAIM AS SOON AS IT BECOMES AWARE OF SUCH CLAIM, (B) ALLOW THE INDEMNIFYING PARTY TO ASSUME CONTROL OF THE DEFENSE OF SUCH CLAIM, AND (C) COOPERATE WITH THE INDEMNIFYING PARTY IN SUCH DEFENSE.

Page 18 of 24

19.6 Special Damages . Neither party shall be liable for any indirect, special, consequential, or other similar damages whatsoever whether grounded in tort, strict liability, contract, or otherwise. The University shall not have any responsibility or liability whatsoever with respect to Licensed Products.

20.0 Applicable Laws

20.1 Compliance with Laws . Licensee will abide by all applicable federal, state, and local laws and regulations pertaining to the management and commercial deployment of Licensed Products under this Agreement.

20.2 Export Control Laws . It is understood that University is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the United States Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of the United States Government. University represents neither that a license will not be required nor that, if required, such a license will be issued.

20.3 Governing Law . This Agreement will be construed in accordance with, and its performance will be governed by, the laws of the State of New York, without giving effect to the principles of conflict of laws of New York. Any suit, action, or proceeding arising out of or relating to this Agreement will take place in Rochester, New York.

21.0 Dispute Resolution

21.1 The parties will negotiate in good faith any controversy or disputed claim by either party arising under or related to this Agreement. If no resolution of such controversy or disputed claim is reached between the parties within ninety days of the commencement of negotiations, then either party may proceed to resort to the courts of the State of New York for resolution .

22.0 Attorneys Fees

The substantially prevailing party in arbitration or in any judicial or administrative action or proceeding arising under or in connection with this Agreement will be entitled to reimbursement from the other party for its reasonable costs and attorneys fees, including those on appeal, and including without limitation, the cost at the hourly charges routinely charged by the person providing the services, the time of legal assistants, secretarial and clerical overtime, and fees and expenses of experts retained by counsel.

Page 19 of 24

23.0 General

23.1 Severability . If any provision of this Agreement will be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be in any way affected or impaired thereby.

23.2 No Waiver . No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto will be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder.

23.3 Amendments . No amendment or modification hereof will be valid or binding upon the parties unless it is made in writing, cites this Agreement, and is signed by duly authorized representatives of University and Licensee.

23.4 Assignment . This Agreement, and any rights or obligations hereunder, may be assigned by University but will not be assigned, transferred, or delegated in whole or in part by Licensee, except in connection with a merger of Licensee or a sale of all or substantially all of Licensee's assets, without University's express written approval, such approval not to be unreasonably withheld. Any attempted assignment, transfer, or delegation in breach of this provision will be deemed to be void and to have no effect, and will entitle University to terminate this Agreement upon written notice to Licensee. Except as otherwise provided, this Agreement will be binding upon and inure to the benefit of the parties' successors and lawful assigns.

23.5 Headings . The headings of the several sections of this Agreement are inserted for convenience and reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

23.6 University's Disclaimers . Neither University, nor any of its faculty members, scientists, researchers, employees, officers, trustees, or agents assume any responsibility for the manufacture, product specifications, sale, or use of the Licensed Products that are manufactured by or sold by Licensee.

23.7 No Endorsement . By entering into this Agreement, University neither directly nor indirectly endorses any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee will not state or imply that this Agreement is an endorsement by University or its employees.

23.8 Independent Contractors . The parties hereby acknowledge and agree that each is an independent contractor and that neither party will be considered to be the agent, representative, master, or servant of the other party for any purpose whatsoever, and that neither party has any authority to enter into a contract, to assume any obligation, or to give warranties or representations on behalf of the other party. Nothing in this relationship will be construed to create a relationship of joint venture, partnership, fiduciary or other similar relationship between the parties.

Page 20 of 24

23.9 Reformation. The parties hereby agree that neither party intends to violate any public policy, statutory or common law, rule, regulation, treaty, or decision of any government agency or executive body thereof of any country or community or association of countries, and that if any word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a court or executive body with judicial powers having jurisdiction over this Agreement or any of the parties hereto, in a final, unappealable order, to be in violation of any such provision in any country or community or association of countries, such words, sentences, paragraphs, or clauses or combination will be inoperative in such country or community or association of countries, and the remainder of this Agreement will remain binding upon the parties hereto.

23.10 Force Majeure. No liability hereunder will result to a party by reason of delay in performance caused by force majeure, that is, circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, earthquake, war, terrorism, civil unrest, labor unrest, or shortage of or inability to obtain material or equipment.

23.11 Survival . Paragraphs 5.2 (Confidential Information) and 11.7, 11.8 and 11.10 (Term and Termination); and Articles 10.0 (Record Keeping), 18.0 (Representations and Warranties), 19.0 (Indemnification), 20.0 (Applicable Law), 21.0 (Dispute Resolution) and 22.0 (Attorneys Fees), and other provisions that by their context would survive, will survive the termination of this Agreement.

23.12

Entire Agreement . This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.

PANTHER BIOTECHNOLGY INC		UNIVERSITY OF ROCHESTER


By:		By:


Name: Evan Levine		Name: Scott J. Catlin


Title: Chief Executive Officer		Title: AVP UR Ventures


Date:		Date:

Page 21 of 24

APPENDIX A

Patent Rights as of the Effective Date

Patent Name	Application Number	Country	Issue Date
Thiadiazolidinone Derivatives	PCT Application number: PCT/US2007/016391
	2 007275686	Australia	02/14/2014
	07810619.2	Europe
	574619	New Zealand	07/09/2012
	12/374,002	US

Page 22 of 24

APPENDIX B

Commercial Development Plan

This plan is provided by Panther Biotechnology

Work flow and Timeline:

Year 1: Goals – Mouse efficacy studies, Preliminary toxicology and PK studies, and Preliminary stability and formulation studies

Year 2: Goals – Initiate GLP stability work, Synthesis of drug for GLP toxicology, Schedule and conduct pre-IND meeting with FDA

Year 3: Goals – Complete GLP stability work

Year 4: Goals – CMC/GMP production of drug product for Phase 1 and IND application to FDA

Page 23 of 24

APPENDIX C

Benchmarks

Annually spend not less than one hundred and fifty thousand dollars (US$150,000) for the development of Licensed Products during the first three (3) years of this Agreement.

Market Licensed Products in the United States within six (6) months of receiving regulatory approval to market such Licensed Products.

Obtain all necessary governmental approvals for the manufacture, use, and sale of Licensed Product.

Reasonably fill the market demand for Licensed Products following commencement of marketing at any time during the term of this Agreement.

See included PDF file Exhibit 10.3 - for the Asset Purchase Agreement between Faulk Pharmaceuticals, Inc. and the Company dated April 6, 2015

EX-21.1

DIRECT AND INDIRECT SUBSIDIARIES OF PANTHER BIOTECHNOLOGY, INC.

NOTE: All of the entities listed below are wholly owned direct or indirect subsidiaries of Panther Biotechnology, Inc., except as noted.

UNITED STATES INCPORATION (FLORIDA):

PubCo Reporting Services, Inc.

EX-31.1

CERTICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Evan Levine, certify that:

1. I have reviewed this Annual Report on Form 10-K of Panther Biotechnology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 15, 2015

	By /s/ Evan Levine
	Evan Levine
	Chief Executive Officer
	Chief Financial Officer

EX-32.1

CERTICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbane-Oxley Act of 2002

I, Evan Levine, Chief Executive and Financial Officer, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Panther Biotechnology, Inc. on Form 10-K for the fiscal year ended May 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities & Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents in all material respects the financial condition and results of operations of Panther Biotechnology, Inc. at the dates and the periods indicated.

Date: June 15, 2015

	By /s/ Evan Levine
	Evan Levine
	Chief Executive Officer
	Chief Financial Officer

	Page

Reports of Independent Registered Public Accounting Firms	22

Consolidated Balance Sheets	24

Consolidated Statements of Operations	25

Consolidated Statements of Stockholders' Equity	26

Consolidated Statements of Cash Flows	27

Notes to Consolidated Financial Statements	28

	May 31, 2014			May 31, 2013
ASSETS
Current Assets
Cash	$	70,269		$	12,331
Accounts receivable, net of allowance of $11,428 and $5,000, respectively		18,105			8,730
Prepaid expenses		7,988			326
Total current assets		96,362			21,387

Long-Term Assets
Property, plant and equipment, net of accumulated depreciation of $3,567 and $1,197, respectively		8,971			3,290
License deposit		24,000			-

Total Assets	$	129,333		$	24,677

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	52,595		$	2,459
Deferred revenue		11,359			-
Related party advances		25,000			-
Total liabilities		88,954			2,459

Commitments and Contingencies

Stockholders' Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized; 4,662,500 and 3,637,500 shares issued and outstanding, respectively		4,663			3,638
Additional paid-in capital		49,587			30,112
Accumulated deficit		(13,871	)		(11,532	)
Total stockholders' equity		40,379			22,218

Total Liabilities and Stockholders' Equity	$	129,333		$	24,677