What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-09-22 compared with 2021-09-16 · 1223 added, 456 removed, 454 unchanged (79% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual

Report on Form 10-K, and have concluded that, based on such evaluation, our disclosure controls and procedures were not effective due

to the material weakness in our internal control over financial reporting as of June 30, 2021 as described below.

management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered

by this Annual Report on Form 10-K, and have concluded that, based on such evaluation, our disclosure controls and procedures were not

effective due to the material weakness in our internal control over financial reporting as of June 30, 2022 as described below.

Notwithstanding

1 unchanged sentence

believe that our consolidated financial statements and other information contained in this annual report on Form 10-K present fairly,

in all material respects, our business, financial condition and results of operations for the interim periods presented.

in all material respects, our business, financial condition and results of operations for the periods presented.

Company completed the IPO in December 2020.

4 unchanged sentences

of updating these controls.

The design and implementation of internal control over financial reporting for the Company’s post-IPO

has required and will continue to require significant time and resources from management and other personnel.

4 unchanged sentences

environment commensurate with its financial reporting requirements, including a) has not yet completed the formally documented policies

and procedures with respect to the review, supervision and monitoring of the Company’s accounting and reporting functions,

b) lack of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy

of information used in the performance of controls and c) as an emerging growth company we currently have limited accounting personnel

and other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls

over financial reporting requirements.

and procedures with respect to the review, supervision and monitoring of the Company’s accounting and reporting functions, b) lack

of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of

information used in the performance of controls and c) as an emerging growth company we currently have limited accounting personnel and

other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls

over financial reporting.

is committed to continuing with the steps necessary to remediate the control deficiencies that constituted the above material weakness.

31 unchanged sentences

financial reporting

Management’s

Report on Internal Control Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of

1 unchanged sentence

in Internal Control Over Financial Reporting

have been no changes to the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d 15(f)

under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

have been no changes to the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d 15(f) under

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION.

On June 30, 2021, the Company was awarded a $4.7 million (excluding GST/VAT),

Australian Federal Government scientific grant to fund the build out of a Biosensor manufacturing facility.

This project has been identified

as one of six National Manufacturing Priorities identified by the Government under Modern Manufacturing Strategy (MMS).

The Medical Products

Priority Grant, from the Australian Federal Government’s Department of Industry, Science, Energy and Resources’

Modern Manufacturing

Initiative will support the establishment of an Australian high tech medical device manufacturing facility to commence scaled production

of the Printable Organic Electronic Biosensor technology for the APAC region.

Amounts will be paid under this grant upon GBS achieving

certain deliverables

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by Item 10 will be included in the Registrant’s definitive proxy statement to be filed pursuant to Section

14(a) of the Exchange Act of 1934 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

information required by Item 11 will be included in the Registrant’s definitive proxy statement to be filed pursuant to Section

14(a) of the Exchange Act of 1934 and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

information required by Item 12 will be included in the Registrant’s definitive proxy statement to be filed pursuant to Section

14(a) of the Exchange Act and is incorporated herein by reference.

about Directors and Executive Officers

current number of directors on our Board of Directors is five.

Under our bylaws, the number of directors on our Board will not be less

than one, nor more than ten, and is fixed, and may be increased or decreased by resolution of the Board.

There are no family relationships

among any of our directors or executive officers.

business is managed under the direction of our Board, which currently consists of the individual listed below:

with the Company

CEO & Chairman of the Board

Boyages MB BS PhD

Steven Boyages is a practicing clinician in diabetes and endocrinology with more than 31 years’ experience in medicine,

including multiple executive positions.

Boyages previously held the position of Chief Executive of the Sydney West Area Health

Service (SWAHS) from February 2002 to May 2011, which is now known as Western Sydney Local Health District, covering a population of

approximately 1.2 million people, SWAHS employed more than 15,000 staff and had a gross operating budget of $2 billion, managing

$1.6 billion worth of assets.

Boyages has also served as Medical Director for eHealth New South Wales and was the founding

Chief Executive of the Clinical Education and Training Institute (CETI) New South Wales, Australia, set up to ensure the development

and the delivery of clinical education and training across the NSW public health system.

Previous to this, Dr.

Boyages was the

Director of Diabetes and Endocrinology at Westmead Hospital, from February 1990 to December 1999.

During this time, Dr.

Boyages’ major achievements were to define the pathophysiology of thyroid hormone deficiency on brain development secondary to

iodine deficiency;

to develop prevention strategies in iodine deficient communities in China, India, Indonesia and Northern Italy;

to define the impact of Growth Hormone excess and deficiency in adults and to develop innovative population health models of care

for people with diabetes.

Boyages continues an active research career in a range of fields, but mostly in the pursuit of

better models of chronic disease prevention and management.

Boyages was the founding director of the Centre for Research

and Clinical Policy in NSW Health in 1999, during which he established the Priority Health Programs (receiving $15 million in

funding per annum), doubled the Research Infrastructure Grants Program, established the Quality Branch of NSW Health and was

appointed as Clinical Advisor to the Director General to implement the Government Action Plan for Health Reform.

Additionally,

Boyages was instrumental in establishing and securing funding for the NSW biotechnology strategy, BioFirst, a $150 million

We believe that Dr.

Boyages is well-qualified to serve on our Board of Directors due to his medical expertise and

research and development experience.

He also has extensive experience in financial management, board and corporate governance,

government relations and regulatory affairs.

Fisher, 83, has been a member of our Board since August 2020.

Fisher has practiced as a securities lawyer in New York City for more

than 40 years, and retired in 2002.

He is a graduate of Columbia College and Columbia University Law School, and a Research Fellow of

the London School of Economics.

Lawrence has extensive experience representing public companies and investment banking firms in connection

with Initial Public Offerings.

During his career, he was a partner at Orrick, Herrington & Sutcliffe law firm for 11 years and partner

at Kelley, Drye & Warren law firm for 10 years, and Parker, Chapin & Flattau for 20 years, serving on all firms’ Executive

Furthermore, he is experienced in various board positions, including Audit Committee of Viking Energy Group since August

2018, a member of the Board and Audit Committee of National Bank of New York City for more than 20 years to December 2018, and Financial

Federal Corporation (NYSE listed) for over five years until February 2010.

We believe that Mr.

Fisher is well-qualified to serve on our

Board of Directors due to his extensive experience as a lawyer in the field of capital markets and will assist with understanding the

legal and compliance issues pertaining to publicly listed companies.

Hurd, 52, has been a member of our Board of Directors since April 2018.

He previously served as our Chairman of the Board from August

2018 to November 2019.

Hurd has expertise in broker-dealer and investment advisory regulations and is well versed in FINRA and SEC

rules and regulations.

Hurd has served as Founder and CEO at Asgard Regulatory Group, or “Asgard,” since founding the

firm in 2008.

Asgard provides consulting, advisory and risk management services to broker-dealer, investment adviser, hedge funds, private

equity, and banking clients both domestically and abroad.

Prior to starting Asgard, Mr.

Hurd was the Chief Compliance Officer for several

financial institutions.

His experience involved full-service broker-dealers, investment advisory firms, bank-broker-dealers and mortgage-backed

Hurd also served on the Board of Directors for many of these companies.

Prior to working at these financial institutions,

Hurd was a Supervisor of Examiners at FINRA, previously NASD, in the New York District Office.

While with FINRA, he supervised routine

examinations of FINRA member firms, and conducted large-scale enforcement cases jointly with the Justice Department and Federal Bureau

of Investigations.

Hurd also assisted the District Office with its ongoing training of new examiners.

In addition, from 2005 to 2011,

Hurd was a Senior Adjunct Professor in the Townsend School of Business at Dowling College, where he instructed MBA students in matters

relating to the United States securities markets and financial institutions.

He was responsible for introducing students to the subjects

of financial derivatives, foreign stock exchange, hedge transactions and risk management.

Hurd is also a Certified Anti-Money Laundering

Specialist (CAMS) and holds the Series 7, 14, 24, 27, 53, 57, 63, 66, 79 and 99 licenses as well as his NYS Life and Health Insurance

We believe Mr.

Hurd is well-qualified to serve on our Board of Directors due to his substantial experience in corporate finance,

his expertise in the regulation and functioning of securities markets and his widespread relationships in the financial industry.

Margelis, MB BS, M.Optom.

Margelis, 61, has been a member of our Board of Directors since June 2019.

He is a medical practitioner who has been deeply involved in technology

for the last 31 years.

In 2019, he was appointed independent chair of the Aged Care Industry Information Technology Council in Australia.

Since November 2013, he also has been a board member and the medical advisor of Multicultural Care, an aged care provider in Sydney.

In June 2013, he was appointed an Adjunct Associate Professor at the University of Western Sydney with the TeleHealth Research &

Innovation Laboratory.

From July 2013 to August 2018, he served as a member of Ignition Labs, a start-up incubator in the health space,

where he acted as a mentor and adviser to selected start-ups, assisting them in developing their initial products and taking a small

initial investment.

From 2005 to 2011, he was Health Industry Lead ANZ at Intel, and then General Manager Asia-Pacific at Intel-GE Innovations

as it spun off in 2011.

In 2014, he returned to Intel serving as its Health & Life Sciences Lead until 2016.

During this time he

also acted as senior adviser to HIMSS, the international peak body for health technology, and as Asia Pacific chair of the Continua Alliance,

an industry consortium for developing interoperability standards for health technology products that was later renamed the Personal Connected

Health Alliance.

From 2002 to 2005, he was Chief Information Officer of Macquarie Health Corporation, a private hospital group, and also

managed an innovative software development team at Macquarie that produced a number of online health applications.

In 2014 he was appointed

to the IT in Aged Care Hall of Fame for his work in the use of technology in aged care.

Margelis originally trained as an optometrist

with a Master’s degree from the University of New South Wales, Australia and later graduated from the University of Sydney with

a Bachelor of Medicine and Bachelor of Surgery.

We believe that Dr.

Margelis is well-qualified to serve on our Board of Directors due

to his medical expertise and his extensive experience with information technology systems in the healthcare sector.

Towers BSc CPA

Towers, 36, has been a member of our Board of Directors since August 2020 and chairs the Company’s Audit Committee.

is a Certified Public Accountant with 14 years’ experience in auditing, accounting, and financial reporting.

Towers is Chief

Accounting Officer of Katapult Holdings, Inc.

KPLT) since February 2021 and was previously EVP, Chief Accounting Officer and

Principal Financial Officer of Newtek Business Services Corp.

NEWT) from September 2014 to February 2021.

Prior to Newtek, Mr.

Towers held previous roles with Pall Corporation and PwC.

His expertise includes auditing, SEC reporting, US GAAP, experience in leading

equity & debt raisings, due diligence on business mergers & acquisitions, SOX compliance, FP&A, treasury, and tax.

a Bachelor of Science from Hofstra University and is a member of the American Institute of Certified Public Accountants.

We believe that

Towers is well-qualified to serve on our Board of Directors due to his extensive experience and expertise in financial reporting

to capital markets and an understanding of compliance and the audit process.

set high standards for the Company’s employees, officers, and directors.

Implicit in this philosophy is the importance of

sound corporate governance.

We regularly monitor developments in the area of corporate governance and review our processes, policies

and procedures in light of such developments.

Key information regarding our corporate governance initiatives can be found on the

Governance section of our website, www.gbs.inc , including our Corporate Governance Guidelines, our Code of Business Conduct

and Ethics (“Code of Ethics”) and the charters for our Audit, Compensation and Nominating Committees.

We believe that

our corporate governance policies and practices, including the majority of independent directors on our Board, empower our

independent directors to effectively oversee our management—including the performance of our Interim Chief Executive

Officer—and provide an effective and appropriately balanced board governance structure.

Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating Committee.

The following table provides

the current membership information for each of the Board committees:

(Chairperson)

George Margelis

(Chairperson)

is a description of each committee of the Board of Directors.

The Board has adopted written charters for each of the committees, which

are available in the Investors Relations section of our website at https://investors.gbs.inc/corporate-governance/corporate-governance.

have established an Audit Committee of the Board of Directors in accordance with Section 3(a)58(A) of the Exchange Act, which consists

Towers and Dr.

Margelis, each of whom is an independent director under the Nasdaq listing standards applicable to

audit committees.

Christopher Towers qualifies as an “audit committee financial expert” as defined in the rules and regulations

established by the SEC.

Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of financial

The Audit Committee’s duties, which are specified in the Audit Committee Charter, include, but not be limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board

of Directors whether the audited financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and

the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls

or reports which raise material issues regarding our financial statements or accounting policies.

Committee and Stockholder Nomination of Directors

have established a Nominating Committee of the Board of Directors that consists of Mr.

Margelis and Mr.

Fisher, each of whom

is an independent director under the NASDAQ Stock Market listing standards applicable to nominating committees.

The Nominating Committee

is responsible for identifying individuals qualified to become members of the Company’s Board of Directors and accordingly recommends

director nominees for the annual meeting of stockholders.

The Nominating Committee also recommends and implements policies and procedures

intended to assist the Board operations and all obligations to the Company and its stockholders.

Nominating Committee will consider nominees for the Board recommended by stockholders in accordance with the Company’s Bylaws (the

Stockholders wishing to propose Director candidates for consideration by the Nominating Committee may do so by

writing, by deadlines specified in the Bylaws, to the Secretary of the Company and providing information concerning the nominee and his

or her proponent(s) required by the Bylaws.

The Bylaws set forth further requirements for stockholders wishing to nominate Director candidates

for consideration by stockholders including, among other things, that a stockholder must give timely written notice of an intent to make

such a nomination to the Secretary of the Company.

of Business Conduct and Ethics

Company has adopted a written Code of Business Conduct and Ethics that applies to all officers, directors, and employees, including our

principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar

The Code of Business Conduct and Ethics is available in the Investor Relations section of our website at www.gbs.inc.

Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code

of Business Conduct and Ethics to any executive officer or director, the Company will promptly disclose the nature of the amendment or

waiver on its website.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered

class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent shareholders are required

by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

the Company’s knowledge, based on a review of the copies of such reports furnished to the Company and written representations,

during the fiscal year ended June 30, 2022, all Section 16(a) filing requirements applicable to its officers, directors and greater than

ten percent beneficial owners were complied, other than the inadvertent late filings by LSBD of ten reports reporting 11 transactions and by Mr.

Sakiris of one report reporting

one transaction.

names of our executive officers, their ages, their positions with the Company, and other biographical information as of June 30, 2022,

are set forth below.

Chief Executive Officer

2021-Present (1)

2020-Present (1)

Financial Officer

2019 - Present

Asia Pacific, Sales and Marketing

Executive Officer

2021- Present (2)

2020- October 2021 (2)

2017- October 2021 (2)

Boyages was appointed to the additional position of Interim Chief Executive Officer of the

Company effective October 29, 2021.

He has served as

both a director of the Company and Chairman of the Board since July 2020.

Simeonidis, who served as CEO and President of the

Company, vacated these positions prior to Dr.

Boyages’ appointment as Interim

CEO and was appointed to the position of President Asia Pacific, Sales and Marketing, effective

October 29, 2021.

Boyages’ biographical information is provided above in the section entitled “ Information about Directors and Executive

Officers - Board of Directors ”.

Spiro Sakiris has served as our Chief Financial Officer since April 2019.

He is a member of the Institute of Chartered Accounts of Australia

& New Zealand.

He also served as the Special Projects Lead at The iQ Group Global from January 2018 to April 2019, and was a registered

Series 28 principal with IQ Capital (USA) LLC, a registered broker-dealer with FINRA, from November 2016 to August 2021, and continues

as a Responsible Manager for Australian Financial Services License held by iQX Investment Services Pty Ltd.

From 2013 to December 2017,

Sakiris served as Chief Financial Officer and Chief Operating Officer for listed entities at The iQ Group Global.

He worked at Economos

Chartered Accountants from 1986 to 2013, which included 23 years as a partner where he was instrumental in the development of the firm’s

During his 33 years of experience, Mr.

Sakiris has been involved in advising businesses in the areas of accounting and taxation,

business advisory, initial public offerings and capital raising, business risks identification and management and business systems designs

across many industries, including the application of IFRS and U.S.

GAAP for the life science industry.

Sakiris is also well versed

in dealings with companies based in overseas jurisdictions such as Asia, Europe and the United States.

He is also a registered company

auditor experienced in United States reporting under Public Company Accounting Oversight Board in the United States and a registered

tax agent in Australia.

Harry Simeonidis has served as our President Asia Pacific, Sales and Marketing since October 2021.

Simeonidis has also served as

our President and a member of our Board of Directors since September 2017 until October 2021, and Chief Executive Officer from January

2020 till October 2021.

Simeonidis has more than 26 years of experience in senior management roles in healthcare, pharmaceutical

and life sciences businesses across the APAC Region.

Previously, from March 2017 to December 2019, he served as the General Manager of

FarmaForce Limited, an Australian company listed on the Australian Stock Exchange From April 2015 to March 2017, Mr.

Simeonidis operated

a private consulting firm, offering services predominantly to clients from the healthcare sector in Australia.

From 2013 to April 2015,

Simeonidis was General Manager of Surgery, Asia Pacific, at GE Healthcare.

From 2003 to 2012, Mr.

Simeonidis was the CEO for Australia

and New Zealand at GE Healthcare.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Table

following table provides information regarding the compensation earned during the fiscal years ended June 30, 2022 and 2021 by (i) individuals

serving as our principal executive officer during the fiscal year ended June 30, 2022, (ii) our two other highest compensated executive

officers (other than our principal executive officer) who were serving as executive officers as of June 30, 2022, and (iii) up to two

additional individuals for whom disclosure would have been provided pursuant to the preceding clause (ii) but for the fact that the individual

was not serving as an executive officer of the Company at the end of the fiscal year ended June 30, 2022 (the “Named Executive

Name and principal position

Steven Boyages

42,408 (1)(2)

Interim Chief Executive Officer and Chairman

Spiro Sakiris

Chief Financial Officer

81,973 (2)(4) (6)

Harry Simeonidis

Former Chief Executive Officer and President (Current position – President Asia Pacific, Sales and Marketing)

105,179 (2)(3)(5)(7)

the directors’ fees paid to Dr.

Boyages of $36,363.

He was compensated since March 22 for his additional responsibility as

an Interim Chief Executive Officer.

the contributions that are mandatory in Australia to a retirement fund known in Australia as a superannuation fund for each of Dr.

Sakiris and Mr.

Simeonidis, at the applicable rate of 10%.

the directors’ fees paid to Mr.

Simeonidis of $11,557 until October 29, 2021, the date of his resignation as a director.

an annual automobile allowance of $14,516.

an annual automobile allowance of $17,419.

Includes performance-based cash bonus of $42,096.

Includes performance-based cash bonus of $46,744.

Equity Awards at Fiscal Year End

Named Executive Officers did not hold any outstanding equity awards as of June 30, 2022.

and Related Agreements

the fiscal year ended June 30, 2019, we, through our 99% owned subsidiary, Glucose Biosensor

Systems (APAC) Pty Ltd (“GBS Pty Ltd.”), entered into an employment agreement

with each of Messrs.

Simeonidis and Sakiris.

Simeonidis’ and Mr.

employment agreements provide for them to serve as President and Chief Financial Officer,

respectively, of our majority-owned subsidiary, and in accordance with their respective agreements.

The company entered into a revised agreement in July 2022 with each of Messrs.

and Sakiris after the revision in their respective salaries, as approved by the Compensation Committee.

March 2022, we, through our 99% owned subsidiary, GBS (APAC) Pty Ltd (formerly Glucose Biosensor

Systems (APAC) Pty Ltd) entered into an employment agreement with Interim Chief Executive

Officer Steven Boyages to compensate him for his additional responsibility to oversee the

operations of the Company as approved by the Compensation Committee.

Boyages, Sakiris and Simeonidis

accordance with their respective employment agreement, Dr.

Boyages, Mr Sakiris and Mr Simeonidis receives an annual salary of $82,668,

$248,004, and $282,449 respectively.

addition, each of Mr.

Simeonidis and Mr.

Sakiris is eligible to receive an annual bonus of up to 20% of his gross base salary, of which

50% will be based on meeting company objectives and the remainder will be based on meeting mutually agreed employee objections or as

otherwise determined by the Company.

We also make certain contributions that are mandatory in Australia to a retirement fund for each

Sakiris and Mr.

Simeonidis, known in Australia as a superannuation fund, currently at the rate of 10.5% subject to

contribution cap of $18,944 per annum.

We also provide an annual automobile allowance to Mr.

Sakiris of $13,778 and an annual car allowance

Simeonidis of $16,534.

Boyages also receives annual directors’ fees of $40,000.

Simeonidis’ employment agreement is terminable on six months’ notice and Mr.

Sakiris’ employment agreement –

on six month’s notice either by our subsidiary or by the executive upon six months’ notice.

However, we may terminate either

executive without notice if he engages in serious or willful misconduct, is seriously negligent in the performance of his duties, commits

a serious or persistent breach of his employment agreement, brings our company into disrepute or is convicted of a criminal offense.

employment agreement contains provisions protecting our confidential information and intellectual property.

Each employment agreement

also contains provisions restricting each executive’s ability to compete with us during his employment and for a period of up to

six months thereafter in a specified geographic region.

The non-compete provisions will generally impose restrictions on inducing our

employees to leave our employment or soliciting clients of our company.

Pursuant to each employment agreement, each executive must devote

all of his time, attention and skill to the performance of his duties, and neither executive may engage in any other business outside

GBS without our prior written consent.

Superannuation

required by Australian law, we contribute to standard defined contribution superannuation funds on behalf of all our Australian employees

at an amount required by law, currently 10.5% of each such employee’s salary subject to a contribution cap of $18,944 per annum.

Superannuation is a compulsory savings program whereby employers are required to pay a portion of an employee’s remuneration to

an approved superannuation fund that the employee is typically not able to access until they are retired.

We permit employees to choose

an approved and registered superannuation fund into which the contributions are paid.

Long Term Incentive Plan (“2019 Plan”)

2019 Plan was adopted by the Board and approved by the Company’s stockholders on June 18, 2019.

The purpose of the 2019 Plan is

to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential future contributions to

us have been, are, or will be important to our success, an opportunity to acquire a proprietary interest in us.

The various types of

incentive awards that may be provided under the 2019 Plan are intended to enable us to respond to changes in compensation practices,

tax laws, accounting regulations and the size and diversity of our business.

Administration

2019 Plan is administered by the Compensation Committee.

Subject to the provisions of the plan, the Compensation Committee determines, among other things, the persons to whom from time to time

awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions

or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions

related to the awards..

Subject to the 2019 Plan

shares of our common stock are available for issuance under the 2019 Plan.

Shares of stock subject to other awards that are forfeited

or terminated will be available for future award grants under the 2019 Plan.

If a holder pays the exercise price of a stock option by

surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon

exercise withheld to cover the exercise price or tax withholding liability associated with the stock option exercise, the shares surrendered

by the holder or withheld by us will not be available for future award grants under the plan.

the 2019 Plan, in the event of a change in the number of shares of our common stock as a result of a dividend on shares of common stock

payable in shares of common stock, common stock forward split or reverse split or other extraordinary or unusual event that results in

a change in the shares of common stock as a whole, the committee will determine whether such change equitably requires an adjustment

in the terms of any award in order to prevent dilution or enlargement of the benefits available under the plan or the aggregate number

of shares reserved for issuance under the plan.

may grant awards under the 2019 Plan to employees, officers, directors, and consultants of GBS and our subsidiaries and affiliates who

are deemed to have rendered, or to be able to render, significant services to us or our subsidiaries or affiliates and who are deemed

to have contributed, or to have the potential to contribute, to our success.

An incentive stock option may be granted under the plan

only to a person who, at the time of the grant, is an employee of ours or our subsidiaries.

Based on the current number of employees

and consultants to the Company and on the current size of our Board of Directors, we estimate that approximately 20 individuals are eligible

for awards under the 2019 Plan.

The 2019 Plan provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code of

1986, as amended, or the “ Code ,” and for options not qualifying as incentive options, both of which may be

granted with any other stock based award under the plan.

The committee determines the exercise price per share of common stock

purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of

the grant or, if greater, the par value of a share of common stock.

However, the exercise price of an incentive stock option granted

to a person possessing more than 10% of the total combined voting power of all classes of our stock may not be less than 110% of the

fair market value on the date of grant.

The aggregate fair market value of all shares of common stock with respect to which

incentive stock options are exercisable by a participant for the first time during any calendar year (under all of our plans),

measured at the date of the grant, may not exceed $100,000.

incentive stock option may only be granted within 10 years from the effective date of the 2019 Plan.

An incentive stock option may only

be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a

person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of

to any limitations or conditions the committee may impose, stock options may be exercised, in whole or in part, at any time during the

term of the stock option by giving written notice of exercise to us specifying the number of shares of common stock to be purchased.

The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in our securities

or in a combination of the two.

stock options granted under the plan may not be transferred other than by will or by the laws of descent and distribution and all stock

options are exercisable, during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency,

the holder’s guardian or legal representative.

However, a holder, with the approval of the committee, may transfer a non-qualified

stock option by gift to a family member of the holder or by domestic relations order to a family member of the holder or may transfer

a non-qualified stock option to an entity in which more than 50% of the voting interests are owned by family members of the holder or

if the holder is an employee, no stock options granted under the plan may be exercised by the holder unless he or she is employed by

us or one of our subsidiaries or affiliates at the time of the exercise and has been so employed continuously from the time the stock

options were granted.

However, in the event the holder’s employment is terminated due to disability or normal retirement, the holder

may still exercise his or her vested stock options for a period of 12 months, or such other greater or lesser period as the committee

may determine, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter.

Similarly, should a holder die while employed by us or one of our subsidiaries or affiliates, his or her legal representative or legatee

under his or her will may exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or

her death, or such other greater or lesser period as the Board or committee may determine, or until the expiration of the stated term

of the stock option, whichever period is shorter.

If the holder’s employment is terminated for any reason other than death, disability

or normal retirement, the stock option will automatically terminate, except that if the holder’s employment is terminated by us

without cause, then the portion of any stock option that is vested on the date of termination may be exercised for the lesser of three

months after termination of employment, or such other greater or lesser period as the committee may determine but not beyond the balance

of the stock option’s term.

Appreciation Rights .

Under the 2019 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted

stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise

price in cash, or we may grant them alone and unrelated to an option.

In conjunction with non-qualified stock options, stock appreciation

rights may be granted either at or after the time of the grant of the non-qualified stock options.

In conjunction with incentive stock

options, stock appreciation rights may be granted only at the time of the grant of the incentive stock options.

A stock appreciation

right entitles the holder to receive a number of shares of common stock having a fair market value equal to the excess fair market value

of one share of common stock over the exercise price of the related stock option, multiplied by the number of shares subject to the stock

appreciation rights.

The granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of

common stock available for awards under the plan.

In such event, the number of shares available for awards under the plan will, however,

be reduced by the number of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right

Stock and Restricted Stock Units.

Under the 2019 Plan, we may award shares of restricted stock and restricted stock units.

stock units are the right to receive at a future date share of common stock, or an amount in cash or other consideration determined by

the committee to be of equal value as of such settlement date, in accordance with the terms of such grant.

The committee determines the

persons to whom grants of restricted stock or restricted stock units are made, the number of shares to be awarded, the price (if any)

to be paid for the restricted stock or restricted stock units by the person receiving the stock from us, the time or times within which

awards of restricted stock or restricted stock units may be subject to forfeiture, the vesting schedule and rights to acceleration thereof,

and all other terms and conditions of the awards.

Restrictions or conditions could also include, but are not limited to, the attainment

of performance goals.

A holder of restricted stock units will have no rights of a stockholder with respect to shares subject to any restricted

stock unit award unless and until the shares are delivered in settlement of the award, except to the extent the committee provides for

the right to receive dividend equivalents.

Stock-Based Awards .

Under the 2019 Plan, we may grant other stock-based awards, subject to limitations under applicable law that

are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock,

as deemed consistent with the purposes of the plan.

These other stock-based awards may be in the form of purchase rights, shares of common

stock awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible

into shares of common stock and awards valued by reference to the value of securities of, or the performance of, one of us or one of

our subsidiaries.

These other stock-based awards may include performance shares or options, whose award is tied to specific performance

These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2019

Plan or any of our other plans.

Vesting and Exercisability

any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held by

such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, and the Board of

Directors does not authorize or otherwise approve such acquisition, then the vesting periods of any and all stock options and other awards

granted and outstanding under the 2019 Plan shall be accelerated and all such stock options and awards will immediately and entirely

vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all common stock subject to

such stock options and awards on the terms set forth in the plan and the respective agreements respecting such stock options and awards,

and all performance goals will be deemed achieved at 100% of target levels.

An increase in the percentage of stock owned by any one person,

or persons acting as a group, as a result of a transaction in which we acquire our stock in exchange for property is not treated as an

acquisition of stock.

the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month

period ending on the date of the most recent acquisition by such person or persons, of assets from us that have a total gross fair market

value equal to or more than 50% of the total gross fair market value of all of our assets immediately before such acquisition or acquisitions,

or if any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held

by such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, which has been

approved by the Board of Directors, the committee may (i) accelerate the vesting of any and all stock options and other awards granted

and outstanding under the 2019 Plan, (ii) require a holder of any award granted under the plan to relinquish such award to us upon the

tender by us to the holder of cash in an amount equal to the repurchase value of such award, and/or (iii) terminate all incomplete performance

periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been

met based upon such information then available as it deems relevant and cause to be paid all or the applicable portion of the award based

upon the committee’s determination.

For this purpose, gross fair market value means the value of our assets, or the value of the

assets being disposed of, determined without regard to any liabilities associated with such assets.

and Amendments

terminated by the Board, the 2019 Plan will continue to remain effective until no further awards may be granted, and all awards granted

under the plan are no longer outstanding.

Notwithstanding the foregoing, grants of incentive stock options may be made only until ten

years from the initial effective date of the plan.

The Board may at any time, and from time to time, amend the plan or any award agreement,

but no amendment will be made that would impair the rights of a holder under any agreement entered pursuant to the plan without the holder’s

Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

As of June 30, 2022

Plan Category

be issued upon

available for

issuance under equity compensation plans

shares reflected

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Securities remaining available for issuance under the 2019 Plan.

The Company filed a registration statement (Form S-8) on August 5, 2022

for the registration of 500,000 shares of the Company’s common stock at $0.001 par value per share, issuable pursuant to the GBS

2019 Long Term Incentive Plan.

table below sets forth the compensation earned by our non-employee directors for service on our Board of Directors during the year ended

June 30, 2022.

Compensation paid to Messrs.

Steven Boyages, our Interim Chief Executive Officer and Chairman and Harry Simeonidis, our

ex-director, President Asia Pacific, Sales and Marketing for his service on the Board of Directors is set forth in Summary Compensation

Table for named executive officers.

Fees earned or

Lawrence Fisher

Jonathan Hurd

Leon Kempler(1)

George Margelis

Tom Parmakellis(2)

Jonathan Sessler(3)

Christopher Towers

Resigned from the Board of the Directors on April 27, 2022

Resigned from The Board of Directors on March 19, 2022

Resigned from The Board of the Directors on February 22, 2022

Director Compensation Arrangements

non-employee directors are entitled to cash fees of $30,000 (plus $10,000 each for the Chairman of the Board and Financial Expert/Chair

of the Audit Committee) per year of service on our Board of Directors.

Service rendered on any of the committees of the Board do not

entitle our non-employee directors to any additional compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information regarding the ownership of our common stock as of September 15, 2022 by:

(i) each director

and nominee for director;

(ii) each of the executive officers named in the Summary Compensation Table;

(iii) all executive officers and

directors of the Company as a group;

and (iv) all those known by us to be beneficial owners of more than five percent of our common stock.

table is based upon information supplied by officers and directors as well as Schedules 13D or 13G filed with the SEC by beneficial owners

of more than five percent of our common stock.

Unless otherwise indicated in the footnotes to this table and subject to community property

laws, where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect

to the shares indicated as beneficially owned.

percentages are based on 14,889,904 shares of our common stock outstanding on September 15 2022.

Beneficial ownership is determined in

accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared

voting power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise

of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within

60 days of September 15 2022.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment

power with respect to all shares shown as beneficially owned by them.

otherwise indicated, the address of each person listed below is WeWork c/o GBS Inc., 142 West, 57 th Street,

11 th Floor, New York, NY 10019.

Name of Beneficial Owner

Percentage of

Executive officers and directors:

Steven Boyages

Lawrence Fisher

George Margelis

Spiro Sakiris (1)

Harry Simeonidis (2)

Christopher Towers (3)

All Executive Officers and Directors as a group (7 persons)

Less than 1%.

of 50,228 shares of common stock and currently exercisable Series A Warrants to purchase 1,479 shares of the common stock.

include 3,000 of common stock that will be issuable upon exercise of the pre-IPO warrants held by Mr.

Sakiris during the one-year

period commencing on the second anniversary of the consummation of December 2020 IPO.

of 600 shares of common stock.

of 800 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by Item 13 will be included in the Registrant’s definitive proxy statement to be filed pursuant to Section

14(a) of the Exchange Act and is incorporated herein by reference.

PRINCIPAL ACCOUNTANTING FEES AND SERVICES

information required by Item 14 will be included in the Registrant’s definitive proxy statement to be filed pursuant to Section

14(a) of the Exchange Act and is incorporated herein by reference.

of the Board of Directors

Board of Directors has determined that each of our director nominees standing for election, except Dr.

Boyages, is an independent director

(as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules).

In determining the independence of our directors, the Board of

Directors considered all transactions in which the Company and any director had any interest, including those discussed under “Certain

Related-Person Transactions” below.

independent directors together constitute a majority of our full Board of Directors.

The independent directors meet as often as necessary

to fulfil their responsibilities and will have regularly scheduled meetings at which only independent directors are present.

Related-Person

code of ethics will require that we avoid, wherever possible, all related party transactions that could result in actual or potential

conflicts of interests, except under guidelines approved by the Board of Directors.

Related party transactions are defined under SEC

rules as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 or

one percent of the average of our total assets for the last two completed fiscal years, (2) we or any of our subsidiaries is a participant,

and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares

of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect

material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict-of-interest

situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits

as a result of his or her position.

future and ongoing related party transactions (as defined under SEC rules) will require prior review and approval by the Audit Committee,

which will have access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction without

the approval of the Audit Committee.

The Audit Committee will consider all relevant factors when determining whether to approve a related

party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an

unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

director may participate in the approval of any transaction in which he is a related party, but that director is required to provide

the other members of the board with all material information concerning the transaction.

Additionally, we require each of our directors

and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party

transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee, or officer.

Related-Person Transactions

following is a summary of certain relationships and transactions, including transactions since July 1, 2021 and any currently proposed

transactions, to which we were or are to be a participant, in which

the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of the average of our total assets for the last two

completed fiscal years, and

any of our directors, executive officers or holders of more than 5% of any class of our capital stock, or any affiliate or member of

the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other

arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation”

in this Proxy Statement.

Transactions .

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described

below were, unless otherwise noted below, comparable to terms available or the amounts that we would pay or received, as applicable,

in arm’s-length transactions.

● Under the employee

sharing arrangements, which have not been pursuant to any written agreement, the Licensor has allocated a portion of its general office

expenses, rent and wages to us based on our percentage usage of the Licensor’s office and personnel resources.

From 1 July 2021

to November 30, 2021, we incurred to the Licensor a total of $145,733 in relation to overhead and general administration expenses.

● Since the end of

the Fiscal Year ended June 30, 2022, to the date of this filing GBS has incurred a total of nil to its Licensor in connection with rent,

other occupancy costs and shared labor recharges.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table represents aggregate fees billed to the Company for the fiscal years ended June 30, 2021, and June 30, 2022, by BDO Audit

Pty Ltd, the Company’s independent registered public accounting firm.

Policies and Procedures.

Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent

registered public accounting firm, BDO Audit Pty Ltd.

The Audit Committee generally pre-approves specified services in the defined categories

of audit services, audit-related services, and tax services.

Pre-approval may also be given as part of the Audit Committee’s approval

of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor

is engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members,

but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Accountant Fees and Services

following table represents aggregate fees billed to the Company for the fiscal years ended June 30, 2021 and June 30, 2022, by BDO Audit

Pty Ltd, the Company’s independent registered public accounting firm.

June 30, 2022

June 30, 2021

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

fees relate to professional services rendered in connection with the audit of annual financial statements, quarterly review of financial

statements, and audit services provided in connection with other statutory and regulatory filings.

Audit-related

fees relate to professional services that are reasonably related to the performance of the audit or review of financial statements.

fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits,

as well as for tax consulting and planning services.

other fees relate to professional services not included in the categories above, including services related to other regulatory reporting

requirements.

Audit Committee has determined that the rendering of services other than audit services by BDO Audit Pty Ltd is compatible with maintaining

the principal accountant’s independence.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

7 unchanged sentences

following exhibits are provided as required by Item 601 of Regulation S-K

Amended and Restated Certificate of Incorporation ((incorporated by reference to Exhibit 3.4 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020)

Amended and Restated By-laws.

((incorporated by reference to Exhibit 3.2 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Certificate of Designation of Series B Preferred Stock ((incorporated by reference to Exhibit 3.3 to the Company’s Amended Registration Statement on Form S-1/A (File No.

Amended and Restated By-laws, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.001-39825) filed with the Commission on July 21, 2022)

Certificate of Designation of Series B Preferred Stock ((incorporated by reference to Exhibit 3.3 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020.)

Specimen Common Stock Certificate ((incorporated by reference to Exhibit 4.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on September 19, 2019.)

Form of Series A Warrant ((incorporated by reference to Exhibit 4.2 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020.)

Form of Series B Warrant ((incorporated by reference to Exhibit 4.3 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020.)

Form of Warrant Agency Agreement ((incorporated by reference to Exhibit 4.4 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020.)

Form LSBD Warrant ((incorporated by reference to Exhibit 4.6 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020)

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2019 Incentive Equity Plan ((incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2019 Incentive Equity Plan ((incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 2, 2019)

Amended and Restated License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.

((incorporated by reference to Exhibit 10.2 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Master Services Agreement between the Company and IQ3Corp Limited ((incorporated by reference to Exhibit 10.3 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 2, 2019)

Medical Affairs Services Agreement between the Company and Clinical Research Corporation ((incorporated by reference to Exhibit 10.4 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 2, 2019)

Form of Employment Agreement between the Company and Mr.

Simeonidis ((incorporated by reference to Exhibit 10.5 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 21, 2019)

Form of Employment Agreement between the Company and Dr.

Becker ((incorporated by reference to Exhibit 10.6 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 2, 2019)

Simeonidis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022

Form of Employment Agreement between the Company and Mr.

Sakiris ((incorporated by reference to Exhibit 10.7 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 21, 2019)

Form of Lock-Up Agreement (included in Exhibit 1.1 to Form of Underwriting Agreement.) ((incorporated by reference to Exhibit 1.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020.)

Letter of Financial Assistance from The iQ Group Global Ltd.

((incorporated by reference to Exhibit 10.2 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Letter of Financial Assistance from iQX Limited.

((incorporated by reference to Exhibit 10.10 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Form of Letter of Equity Support from iQnovate Limited ((incorporated by reference to Exhibit 10.11 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 6, 2020)

Form of Letter of Equity Support from iQX Limited ((incorporated by reference to Exhibit 10.12 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 6, 2020)

Sakiris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022).

Technology License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.

((incorporated by reference to Exhibit 10.13 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Material Transfer Agreement between Life Science Biosensor Diagnostics Pty Ltd and Wyss Institute for Biologically Inspired Engineering ((incorporated by reference to Exhibit 10.14 to the Company’s Amended Registration Statement on Form S-1/A (File No.

((incorporated by reference to Exhibit 10.13 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557 ) filed with the Commission on October 13, 2020)

Form of Exchange Agreement ((incorporated by reference to Exhibit 10.15 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020)

Form of Registration Rights Agreement ((incorporated by reference to Exhibit 10.16 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020)

Form of Purchase and Assignment Agreement ((incorporated by reference to Exhibit 10.16 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020)

Option Agreement ((incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 2, 2021).

Code of Ethics ((incorporated by reference to Exhibit 14.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

Option Agreement ((incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 2, 2021).

Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited.

Code of Ethics ((incorporated by reference to Exhibit 14.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 6, 2020)

20 unchanged sentences

September 22, 2022

Harry Simeonidis

EXECUTIVE OFFICER AND PRESIDENT

Steven Boyages

CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Executive Officer)

5 unchanged sentences

and in the capacities and on the dates indicated.

Harry Simeonidis

Executive Officer, President and Director

Steven Boyages

Chief Executive Officer, Chairman and Director

Executive Officer)

2 unchanged sentences

Financial Officer)

/s/ Steven Boyages

Steven Boyages

/s/ Jonathan Sessler

Jonathan Sessler

/s/ Tom Parmakellis

Tom Parmakellis

/s/ George Margelis

Jonathan Hurd

George Margelis

/s/ Lawrence Fisher

George Margelis

Lawrence Fisher

September 15, 2021

/s/ Christopher

Christopher Towers

September 15, 2021

to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO Audit Pty Ltd, Sydney, Australia, PCAOB ID # 02256 )

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

5 unchanged sentences

have audited the accompanying consolidated balance sheets of GBS Inc.

(the “Company”) as of June 30, 2021 and 2020, the related

consolidated statements of operations and comprehensive loss, changes in shareholders’

equity, and cash flows for each of the two

years in the period ended June 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

at June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended June 30,

2021 , in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

(the ‘Company’) as of June 30, 2022 and 2021, the related

consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years

then ended, and the related notes (collectively referred to as the ‘consolidated financial statements’).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2022

and 2021, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles

generally accepted in the United States of America.

doubt about the Company’s ability to continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has stated that substantial doubt exists about the Company’s ability

to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding these

matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Our opinion is not modified with respect to this matter.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company

in accordance with the U.S.

6 unchanged sentences

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

7 unchanged sentences

BDO Audit Pty Ltd

have served as the Company’s auditor since 2017.

Balance Sheets

3 unchanged sentences

Cash and cash equivalents

Deferred charges

Grant receivable, current portion

2 unchanged sentences

Total current assets

Investment in affiliate

Grant receivable, net of current portion

Long-term grant receivable

Construction in progress

Other non-current assets

LIABILITIES AND SHAREHOLDERS’

EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

2 unchanged sentences

Current portion of deferred grant income

Convertible notes payable

Current employee benefit liabilities

Total current liabilities

3 unchanged sentences

Commitments and contingencies (Note 10)

Shareholders’

equity (deficit):

Preferred stock, $0.01 par value, 10,000,000 shares authorized, 1,300,000 and

2,370,891 shares issued and outstanding at June 30, 2021 and 2020, respectively

Common stock, $0.01 par value, 100,000,000 shares authorized, 13,582,122 and

8,630,000 shares issued and outstanding at June 30, 2021 and 2020, respectively

Shareholders’ equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively

Common stock, $ 0.01 par value, 100,000,000 shares authorized, 14,889,904 and 13,582,122 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive loss

Total consolidated group equity (deficit)

Total consolidated GBS Inc.

Non-controlling interest

Total shareholders’

equity (deficit)

TOTAL LIABILITIES AND SHAREHOLDERS’

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

3 unchanged sentences

Government support income

Shared services

Total revenues

Total revenue and other income

Operating expenses:

4 unchanged sentences

Loss from operations

Other (expense) income:

( 8,336,876 )

( 5,573,482 )

Other income (expense):

Interest expense

(Loss) income from unconsolidated equity method investment

( 1,093,608 )

Loss from unconsolidated equity method investment

Realized foreign exchange loss

Interest income

Total other expense

Loss before income taxes

Total other income (expense)

( 1,486,719 )

( 8,333,976 )

( 7,060,201 )

Net loss attributable to non-controlling interest

4 unchanged sentences

Foreign currency translation loss

$ ( 126,875 )

$ ( 297,309 )

Total other comprehensive loss

Comprehensive loss

( 8,460,851 )

( 7,357,510 )

Comprehensive loss attributable to non-controlling interest

5 unchanged sentences

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

Statements of Changes in Shareholders’

shareholders’

Statements of Changes in Shareholders’ Equity

shareholders’

comprehensive

June 30, 2019

Balance, June 30, 2020

$ ( 15,832,517 )

$ ( 363,951 )

Reclassification

of non-controlling interest

June 30, 2019

$ ( 5,214,828 )

of common shares

of convertible preferred shares

costs for common and preferred shares

currency translation loss

June 30, 2020

Issuance of convertible preferred shares

Issuance of common stock at

initial public offering

Issuance cost of common stock

at initial public offering

( 3,867,565 )

of convertible preferred shares

of common stock at initial public offering

cost of common stock at initial public offering

of common stock in exchange for preferred shares

of convertible notes into common stock at initial public offering

of convertible preferred shares into common stock at initial public offering

conversion feature

A warrants exercised to purchase common shares

B warrants exercised to purchase common shares

A and B warrants acquired

of convertible preferred shares into common stock

currency translation loss

June 30, 2021

( 3,867,565 )

Cancellation of common stock

in exchange for preferred shares

( 3,000,000 )

Conversion of convertible notes

into common stock at initial public offering

Conversion of convertible preferred

shares into common stock at initial public offering

( 2,810,190 )

Beneficial conversion feature

Series A warrants exercised

to purchase common shares

Series B warrants exercised

to purchase common shares

Series A and B warrants acquired

Conversion of convertible preferred

shares into common stock

( 1,700,000 )

Foreign currency translation

( 7,037,286 )

( 7,060,201 )

Balance, June 30,

$ ( 22,869,803 )

$ ( 661,260 )

$ ( 22,869,803 )

$ ( 661,260 )

Series B warrants exercised

to purchase common shares

Conversion of convertible preferred

shares into common shares

( 1,300,000 )

Foreign currency translation

( 8,306,051 )

( 8,333,976 )

Balance, June 30,

$ ( 31,175,853 )

$ ( 788,135 )

$ ( 31,175,853 )

$ ( 788,135 )

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

5 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash loss on foreign currency translation, net

(Profit)/Loss on investment in affiliate

Non-cash (loss) gain on foreign currency translation, net

Loss on investment in affiliate

Contingent beneficial conversion feature on convertible notes

Money received for which preference shares were issued after year-end

Non-cash research and development charge

Non cash refund of R&D expenditure claims

Non-cash other operating activities

Changes in operating assets and liabilities:

Other receivables

Grant receivable

Research and development tax incentive receivable

( 1,025,455 )

Other current assets

( 2,459,955 )

Other non-current assets

Accounts payable

Accounts and other payables

Accounts payable - related party

( 1,755,970 )

Other long-term liabilities

1 unchanged sentence

( 3,358,034 )

( 11,296,477 )

Cash flows from investing activities:

Investment in affiliate

Issuance of note receivable

Amount invested on construction in progress

Net cash used in investing activities

3 unchanged sentences

Proceeds from issuance of preferred stock

Payment to convertible note holders

Proceeds from initial public offering

Payment of equity issuance costs

( 2,003,952 )

Net cash provided by financing activities

Effect of foreign exchange rates on cash and cash equivalents

Increase in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

( 4,335,384 )

Cash and cash equivalents, beginning of period

1 unchanged sentence

Non-cash investing and financing activities

Reclassification of deferred charges to additional paid in capital upon completion

of initial public offering

Reclassification of deferred charges to additional paid in capital upon completion of initial public offering

Conversion of notes to common shares at initial public offering

1 unchanged sentence

Conversion of preferred shares into common shares

Preference shares issued through offsetting the related party loans

Non-cash deemed dividend

Common stock issued through offsetting of related party loans

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

3 unchanged sentences

and its wholly owned subsidiary, GBS Operations Inc.

on December 5, 2016 under the laws of the state of Delaware.

Glucose Biosensor Systems (Greater China) Pty Ltd (“GBSPL”) was

formed on August 4, 2016 under the laws of New South Wales, Australia and was renamed to GBS (APAC) Pty Ltd on October 14, 2020.

Biosensor Systems (Japan) Pty Ltd and Glucose Biosensor Systems (APAC) Pty Ltd were formed under the laws of New South Wales, Australia

on February 22, 2017 and February 23, 2017 respectively.

These companies (collectively, the “Company”) were formed to provide

a non-invasive, pain free innovation to make it easier for people to manage diabetes using the Company’s Saliva Glucose Biosensor

(“SGB”

and, together with the software app that interfaces the SGB with the Company’s digital information system, the

“SGT”).

are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) Region and an interest

in the USA Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic

modalities, and worldwide with our COV2 test.

were formed on December 5, 2016 under the laws of the state of Delaware.

Biosensor Systems (Greater China) Pty Ltd (“GBSPL”) was formed on August 4, 2016 under the laws of New South Wales, Australia

and was renamed to GBS (APAC) Pty Ltd on October 14, 2020.

Glucose Biosensor Systems (Japan) Pty Ltd and Glucose Biosensor Systems (APAC)

Pty Ltd were formed under the laws of New South Wales, Australia on February 22, 2017 and February 23, 2017 respectively.

These companies

(collectively, the “Company”) were formed to provide a non-invasive, pain free innovation to make it easier for people to

manage diabetes using the Company’s Saliva Glucose Biosensor (“SGB” and, together with the software app that interfaces

the SGB with the Company’s digital information system, the “SGT”).

are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) region and an interest

in the North America Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic

acid diagnostic modalities, and worldwide with our COV2 test.

We were incorporated under the laws of Delaware on December 5, 2016.

Our headquarters are

located in New York, New York.

objective is to introduce and launch initially the Saliva Glucose Biosensor (referred to as the “SGB”), the diagnostic test

Our headquarters are located in New York, New York.

objective is to introduce and launch initially the Saliva Glucose Biosensor (referred to as the “SGB”), the diagnostic test

that stems from the Biosensor Platform that we license, in our regions and the COV2 test globally.

1 unchanged sentence

the platform to its full capacity testing across the diagnostic modalities of Immunology, Hormones, Chemistry, Tumor markers and Nucleic

is a 42.6% (as of June 30 2021) owned (by voting rights) affiliate of Life Science Biosensor Diagnostics Pty Ltd (“LSBD”),

an Australian company that owns the worldwide intellectual property rights to the biosensor platform from University of Newcastle, Australia.

LSBD has licensed to the Company that technology to introduce and launch the platform in the APAC.

public offering

December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 units, consisting of (a) one

share of the Company’s common stock (or, at the purchaser’s election, one share of Series B Convertible Preferred Stock),

(b) one Series A warrant (the “Series A Warrants”) to purchase one share of the Company’s common stock at an exercise

price equal to $8.50 per share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series

B Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $17.00 per share, exercisable

December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 units, consisting of (a) one

share of the Company’s common stock (or, at the purchaser’s election, one share of Series B Convertible Preferred Stock),

(b) one Series A warrant (the “Series A Warrants”) to purchase one share of the Company’s common stock at an exercise

price equal to $ 8.50 per share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series

B Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $ 17.00 per share, exercisable

until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions.

2 unchanged sentences

In aggregate, the units issued in the offering generated $ 17,732,448 in net

proceeds, which amount is net of $1,714,001 in underwriters’

discount and commissions, and $2,153,564 in offering costs.

costs include underwriters’

warrants to acquire up to 63,529 shares with an exercise price of $18.70 per share, exercisable until

proceeds, which amount is net of $ 1,714,001 in underwriters’ discount and commissions, and $ 2,153,564 in offering costs.

costs include underwriters’ warrants to acquire up to 63,529 shares with an exercise price of $ 18.70 per share, exercisable until

the fifth anniversary of the issuance date.

3 unchanged sentences

thereof, from us at the public offering price per security, less the underwriting discounts and commissions, for 45 days after the date

of the IPO to cover over-allotments, if any (the “Over-Allotment Option”).

the closing of the IPO, all shares of preferred stock then outstanding were automatically converted into 2,810,190 shares of common stock,

and all convertible notes then outstanding were automatically converted into 710,548 shares of common stock.

preferred shareholders were issued warrants following the Company’s completed IPO, that allows the holder to acquire 2,736,675

shares of common stock at the IPO price during year two through to year three following the completion of the IPO.

3 unchanged sentences

transferable and apply to the number of shares that were subscribed for.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation

of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity’s ability to continue as a going

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation

of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity’s ability to continue as a going

concern within one year of the date of the financial statements are issued.

3 unchanged sentences

Substantial doubt

about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate

it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial

8 unchanged sentences

Company incurred a net loss of $ 8,306,051 for the year ended June 30, 2022 (net loss of $ 7,037,286 for the year ended June 30, 2021).

At June 30, 2021, the Company has shareholders’

equity of $15,006,621, working capital of $14,524,391, and an accumulated deficit

As of June 30, 2022, the Company had shareholders’ equity of $ 6,545,771 , working capital of $ 6,204,989 , and an accumulated deficit

of $ 31,175,853 .

the near future, the Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating

In the near future, the Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating

activities and may continue to incur operating losses until it completes the development of its products and seeks regulatory approvals

to market such products.

Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization

of assets and satisfaction of liabilities and commitments in the normal course of business.

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 should the Company be unable to continue as a going concern.

a result of the Company’s initial public offering (see Note 1), the Company believes it has sufficient working capital to finance

its operations for the next twelve months, as such, these financial statements are prepared on the going concern basis.

Company has evaluated whether there are conditions and events, considered in agreement that raise the substantial doubt about its ability

to continue as going concern within one year after the date of signing of the consolidated financial statements.

The Company expects

that its cash and cash equivalents as of June 30, 2022, of $ 8.23 million, may be insufficient to allow the Company to fund its current

operating plan through at least the next twelve months from the issuance of these financial statements, taking into the accounts the

proposed acquisition of Intelligent Fingerprinting Limited (IFP).

Should revenue not be generated during this period to cover expenses,

then these conditions may raise substantial doubt about the Company’s ability to continue as a going concern for a period of at

least one year from the date these financial statements are issued.

Accordingly, it appears that the Company may be required to raise

additional funds during the next 12 months.

The company is currently evaluating potential raising additional funds through private placements

and or public equity financing.

However, there can be no assurance that, in the event that the Company requires additional financing,

such financing will be available on terms which are favorable to us, or at all.

If we are unable to raise additional funding to meet

our working capital needs in the future, we will be forced to delay or reduce the scope of our research programs and/or limit or cease

our operations.

Accordingly, there appears to be substantial doubt about our ability to continue as a going concern unless we can successfully

raise additional capital.

The report from our independent registered public accounting firm for the year ended June 30, 2022, includes

an explanatory paragraph stating that our losses from operations and required additional funding to finance our operations may raise

substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements are

consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction

of liabilities and commitments in the normal course of business.

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 should the

Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the

United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”)

as of June 30, 2022 and 2021.

of consolidation

These consolidated financial statements as of and

for the years ended June 30, 2021 and 2020 include the accounts of the Company, all wholly-owned and majority-owned subsidiaries in which

the Company has a controlling voting interest.

Investments in affiliates where the Company does not exert a controlling financial interest

are not consolidated.

All significant intercompany transactions and balances have been eliminated upon consolidation.

consolidated financial statements as of and for the years ended June 30, 2022 and 2021 include the accounts of the Company, all wholly-owned

and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities

(“VIEs”) in which the Company has a controlling financial interest or is the primary beneficiary.

Investments in affiliates

where the Company does not exert a controlling financial interest are not consolidated.

significant intercompany transactions and balances have been eliminated upon consolidation.

offering costs

The Company complies with the requirements

of ASC 340 with regards to offering costs.

Prior to the completion of an offering, offering costs were capitalized as deferred

offering costs on the balance sheet.

The deferred offering costs were charged to shareholders’

equity (deficit) upon the

completion of an offering.

Offering costs amounting to $nil were capitalized as of June 30, 2021 (June 30, 2020:

a result of the balance being charged to shareholders’

equity with completion of its initial public offering in December 2020.

Company complies with the requirements of ASC 340 with regards to offering costs.

Prior to the completion of an offering, offering costs

were capitalized as deferred offering costs on the consolidated balance sheets.

The deferred offering costs were charged to shareholders’

equity (deficit) upon the completion of an offering.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

3 unchanged sentences

those estimates.

Reclassifications

Certain reclassifications have been made to prior

periods to conform to current period presentation within the consolidated statements of operations and other comprehensive loss.

In addition to the above, in the comparative period

(FY 2020), management determined that certain transactions involving the issuance of shares of its subsidiary that occurred during

the prior year should have resulted in an adjustment to non-controlling interest (NCI) and Additional Paid-in-Capital (APIC) to reflect

the difference between the fair value of the consideration received and the book value of NCI involving these changes in ownership.

a result, the Company increased its prior year APIC with an offsetting reduction to NCI of $637,056.

Management concluded that this reclassification

was not meaningful to the Company’s financial position for the prior year, and as such, this change was recorded in the consolidated

balance sheets and statements of shareholder’s equity in the first quarter of the comparative period (FY 2020) as an out-of-period

from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised

2 unchanged sentences

obtains control of that good or service deliverable.

The Company currently does not generate any revenue.

June 30 2021, GBS executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility.

The grant has a total value of up to $5.24 million upon the completion of deliverables by GBS.

Proceeds from the grant will be used primarily

to reimburse GBS for costs incurred in the construction of the manufacturing facility.

for the grant does not fall under ASC 606, Revenue from Contracts with Customers, as the Australian Government will not benefit directly

from our manufacturing facility.

June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing

The grant has a total value of up to $ 4.7 million upon the achievement of certain milestones.

Proceeds from the grant will

be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility.

for the grant does not fall under ASC 606, Revenue from Contracts with Customers , as the Australian Government will not benefit

directly from our manufacturing facility.

As there is no authoritative guidance under U.S.

GAAP on accounting for grants to for-profit business

entities, we applied International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure

of Government Assistance by analogy when accounting for the Australian Government grant to GBS.

IAS 20, government grant is initially recognized when there is reasonable assurance the conditions of the grant will be met and

the grant will be received.

As of the June 30, 2021, management concluded there is reasonable assurance the grant conditions will

be met and all milestone payment received.

The total grant value of $5.24 million has been recognized as both a grant receivable and

deferred grant income on the Consolidated Balance Sheets.

GAAP on accounting for grants to for-profit

business entities, we applied International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure

of Government Assistance by analogy when accounting for the Australian Government grant to the Company.

Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related

to assets as the primary purpose for the payments is to fund the construction of a capital asset.

Under IAS 20, government grants related

to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in

the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying

amount of the asset.

Either of these two methods of presentation of grants related to assets in financial statements are regarded as

acceptable alternatives under IAS 20.

The Company has elected to record the grants received initially as deferred income and deducting

the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability.

IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the

grant will be received.

As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met

and all milestone payment received.

The total grant value of $ 4.7 million was recognized as both a grant receivable and deferred grant

income on the grant effective date.

The grant receivable was reduced by $ 2.1 million for payments received during the twelve months ended

June 30, 2022 (no payments were received during the three months ended June 30, 2022) and $ 2.6 million remains in grant receivable on

the Condensed Consolidated Balance Sheets.

initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner

3 unchanged sentences

The Company has

elected to recognize government grant income separately within other income.

Accordingly, the deferred income related to the construction

of the manufacturing facility will be amortized over the period of depreciation for the related factory as other income.

and Development (R & D) tax refund

Company measures the research and development grant income and receivable by considering the time spent by employees on eligible research

and development activities and research and development costs incurred to external service providers.

The research and development tax

refund receivable is recognized as the company believes that it probable that the amount will be recovered in full through a future claim.

A total of $1.85 million is recognized as R&D tax refund income within government support income in the consolidated statements of

operations and other comprehensive loss for fiscal year ended June 30, 2021 ($1.03 million is receivable as at June 30, 2021 in the

consolidated balance sheet).

elected to recognize government grant income separately within other income for operating expenditures.

Similarly, for capital expenditures,

the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received

from the gross costs of the assets or CIP and deferred grant income liability.

A total of $ 51,258 deferred grant income was recognized

within other income during the current period.

and regulatory approval costs

relating to R&D are expensed as incurred and recorded in development and regulatory approval in the Consolidated Statements of Operations

and Other Comprehensive Loss.

R&D expenses include external expenses incurred under arrangements with third parties;

personnel-related costs;

license fees to acquire in-process technology and other expenses.

The Company recognizes the benefit of refundable

R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer

to the R&D tax refund discussion below).

property acquired for a particular research and development project and that have no alternative future uses (in other research and development

projects or otherwise) are expensed in research and development costs at the time the costs are incurred.

certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in

the future for use in R&D activities.

In such circumstances, the non-refundable advance payments are deferred and capitalized, even

when there is no alternative future use for the R&D, until the related goods or services are provided.

In circumstances where amounts

have been paid in excess of costs incurred, the Company records a prepaid expense.

Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and

R&D costs incurred to external service providers.

The R&D tax refund receivable is recognized as the Company believes that it

is probable that the amount will be recovered in full through a future claim.

A total of $ 385,888 and $ 1,850,175 of R&D tax refund

income is recognized in other income during the years end June 30, 2022, and 2021, respectively.

currency translation

4 unchanged sentences

during the year.

The functional currency of GBS Inc.

is the United States dollar.

Foreign currency movements resulted in a loss of $297,309

The functional currency of GBS is the United States dollar.

Foreign currency movements resulted a loss of $ 126,875

and $ 297,309 for the years ended June 30, 2022 and 2021, respectively.

accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740,

Income Taxes , tax positions initially need to be recognized in the consolidated financial statements when it is more likely than

not that the positions will be sustained upon examination by taxing authorities.

It also provides guidance for de-recognition, classification,

interest and penalties, accounting in interim periods, disclosure, and transition.

of June 30, 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated

accordance with the provisions of FASB ASC 740, Income Taxes , tax positions initially need to be recognized in the consolidated

financial statements when it is more likely than not that the positions will be sustained upon examination by taxing authorities.

also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

of June 30, 2022, and 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated

financial statements.

Additionally, the Company had no interest and penalties related to income taxes.

Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded

with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.

Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets

will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce

the deferred tax asset to an amount that is more likely than not to be realized.

issuance cost

issuance costs are amortized using the effective interest rate method over the term of the loan and the amortization expense is recorded

as part of interest expense of the consolidated statements of operations.

and development costs

the year, the Company contributed a total of $2,600,000 towards budgeted development and commercialization costs to be incurred by BiosensX

(North America) Inc.

in which the company has a 50% interest.

This represents the Company’s contribution towards such costs budgeted

in the Form S-1 relating to the development and preparation for submission of the Saliva Glucose Biosensor connected with regulatory

approval for the U.S market by the U.S Food & Drug Administration.

This amount is recognized as a prepayment and is being amortized

as the expenses are incurred.

Under the terms of the R&D agreement with BiosensX North America Inc., dated 20 April 2021, in which

LSBD also committed to fund $2,600,000 as a direct 50% shareholder in BiosensX North America Inc., the Company would have the right to

apply any differences in contributions between LSBD and the Company towards any amounts owing between the Company and LSBD, including

the exercise price of the Option ($5 million) as included in the Option Agreement dated 31 March 2021 with LSBD (see Notes 5 and 9).

loss per share attributable to common shareholders (“EPS”)

Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per

Basic net income (loss) per share attributable to common shareholders is calculated by dividing net income (loss)

attributable to common shareholders by the weighted average number of common shares outstanding during the period.

income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by weighted average

common shares outstanding during the period plus potentially dilutive common shares, such as share warrants.

Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect

to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.

on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be

realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax

asset to an amount that is more likely than not to be realized.

the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an

amount of $ 976,308 in relation to the development and approval process for the Glucose Biosensor Technology.

The Company recorded the

license at the historical carrying value in the books of LSBD which was $nil and recorded the amount paid as a deemed dividend.

has agreed to pay royalties of sales & milestones payments as defined.

September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology.

On June 23, 2020,

the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor.

relation to these licenses, there is no set expiration date for the license.

However, the exclusivity of the license granted under the

license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033.

have been incurred through to June 30, 2022 (June 30, 2021:

March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use

LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”).

Agreement has a term of two years and the exercise price for the option is $ 5,000,000 .

The fee of $ 500,000 incurred for the option was

expensed in the period incurred.

note and other receivables

note and other receivables are recorded net of allowances for uncollectible accounts.

The Company evaluates the collectability of its

accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the

financial health of the customer.

The Company reserves specific receivables if collectability is no longer reasonably assured.

upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021.

loss per share attributable to common shareholders (“EPS”)

Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per Share .

Basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common

shareholders by the weighted average number of common shares outstanding during the period.

Diluted net loss per common share

is calculated by dividing net loss attributable to common shareholders by weighted average common shares outstanding during

the period plus potentially dilutive common shares, such as share warrants.

dilutive common shares shall be calculated in accordance with the treasury share method, which assumes that proceeds from the exercise

5 unchanged sentences

are antidilutive.

Plant and Equipment (PPE) & Construction in Progress (CIP)

accordance with the ASC 360, Property, Plant, and Equipment , the Company’s PPE, except land, is stated at cost net of accumulated

depreciation and impairment losses, if any.

Land is stated at cost less any impairment losses.

Costs incurred to acquire, construct,

or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost.

The carrying amount of assets purchased

or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or

Construction in progress is not depreciated until such time when the asset is substantially completed and ready for its intended

issued but not yet effective accounting pronouncements

the Company is an emerging growth company, it has elected to defer the adoption of new accounting pronouncements until they would apply

the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply

to private companies.

August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments

by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial

conversion feature.

As a result, entities will not separately present in equity an embedded conversion feature in such debt and will

account for a convertible debt instrument wholly as debt, unless certain other conditions are met.

The elimination of these models will

reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within

the scope of ASU 2020-06.

Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per

share and treasury stock method will be no longer available.

ASU 2020-06 is applicable for fiscal years beginning after December 15,

2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company does not intend to early

adopt and continues to evaluate the impact of the provisions of ASU 2020-06 on its consolidated financial statements.

February 2016, the FASB issued ASU No.

2016-02, Leases (“ASU 2016-02”).

This update requires all leases with a term greater

than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of key information

pertaining to leasing arrangements.

This new guidance is effective for fiscal years beginning after December 15, 2021, and interim period

within fiscal years beginning after December 15, 2022 as amended by ASU 2020-05 with early adoption permitted.

The Company has not early

adopted the standard and continues to evaluate the impact.

November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2021-10, Government Assistance (“ASU 2021-10”).

This update requires annual disclosures about transaction with a government

that are accounted for by applying a grant or contribution accounting model by analogy.

Required disclosures include (1) information

about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the

balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line

item, and (3) significant terms and conditions of the transactions, including commitments and contingencies.

ASU 2021-10 is applicable

for fiscal years beginning after December 15, 2021, with early adoption permitted.

The Company has not early adopted and continues to

evaluate the impact of the provisions of ASU 2021-10 on its consolidated financial statement disclosures.

October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers (“ASU 2021-08”).

ASU 2021-08 requires that an acquirer recognize and measure

contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the

Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from

contracts with customers at fair value on the acquisition date.

The ASU is effective for fiscal years beginning after December 15, 2023,

with early adoption permitted.

The ASU is to be applied prospectively to business combinations occurring on or after the effective date

of the amendment.

The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated

financial statements.

August 2020, the FASB issued ASU No.

2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”),

which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for

(1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature.

entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument

wholly as debt, unless certain other conditions are met.

The elimination of these models will reduce reported interest expense and increase

reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06.

Also, ASU 2020-06

requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer

ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than

fiscal years beginning after December 15, 2020.

The Company has not early adopted and continues to evaluate the impact of the provisions

of ASU 2020-06 on its consolidated financial statements.

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

Simplifying the Accounting for Income Taxes (“ASU

2019-12”), which is intended to simplify various aspects of the accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general

principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This standard is effective

for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020.

ASU 2019-12 removes certain exceptions

to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application.

This standard is

effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020.

Early adoption is permitted.

has not early adopted the standard and continues to evaluate the impact.

The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s consolidated

financial statements.

June 2016, the FASB issued ASU No.

2016-13 (Topic 326), Financial Instruments – Credit Losses (“ASU 2016-13”).

This update (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain

other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit

loss (“CECL”) (ASC 326-20);

and (ii) provides for recording credit losses on available-for-sale (“AFS”) debt

securities through an allowance account (ASC 326-30).

The standard also requires certain incremental disclosures.

Subsequently, the FASB

issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13.

ASU 2016-13, as amended by ASU 2019-10, is applicable

for Smaller Reporting Companies (“SRCs”) for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company has not early adopted the standard and continues to evaluate the impact.

February 2016, the FASB issued ASU No.

2016-02, Leases (“ASU 2016-02”).

This update requires all leases with a term

greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of

key information pertaining to leasing arrangements.

This new guidance is effective for fiscal years beginning after December 15, 2021,

and interim period within fiscal years beginning after December 15, 2022, as amended by ASU 2020-05 with early adoption permitted.

Company has not early adopted the standard and continues to evaluate the impact.

Concentration

1 unchanged sentence

Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme or the United

States’

Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to

States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to

limit the amount of credit exposure with any one institution.

Company has related party transactions with its parent LSBD.

See Notes 8 and 9.

value of financial instruments

carrying value of financial instruments classified as current assets and current liabilities approximate fair value due to their liquidity

and short-term nature.

LICENSING RIGHTS

the first quarter of the year ended June 30, 2020, the Company had purchased the license right to expand its territorial coverage from

Greater China to include the APAC region, from LSBD for an amount of $976,308 in relation to the development and approval process for

the Saliva Biosensor Technology.

The Company recorded the license at the historical carrying value in the books of LSBD which was $nil

and recorded the amount paid as a deemed dividend.

The Company has agreed to pay royalties of sales and milestones payments as defined.

September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology.

On June 23, 2020

the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV –

2 application of the Saliva Glucose

relation to these licenses, there is no set expiration date for the license.

However, the exclusivity of the license granted under the

license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033.

have been incurred through to June 30, 2021 (June 30, 2020:

March 31, 2021, GBS entered into an agreement with LSBD to provide GBS an option to acquire an exclusive license to use LSBD’s

intellectual property in the treatment or management of diabetes field in North America (the “Option Agreement”).

Agreement has a term of two years and the exercise price of $5 million.

The fee of $0.5 million incurred for the option has been

recognized as an expense and included within ‘Development and regulatory approval expenses’

in the consolidated statement

of operations.

accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major

asset and liability category measured at fair value on either a recurring or non-recurring basis.

Fair value is defined as an exit price,

representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants

would use in pricing an asset or liability.

As a basis for considering such assumptions, the accounting guidance establishes a three-tier

fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

1 -Quoted prices in active markets for identical assets or liabilities.

2 -Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets

that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the assets or liabilities.

3 -Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

or liabilities.

and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the

fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement in its

entirety requires management to make judgments and consider factors specific to the asset or liability.

carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their

respective fair values because of the short-term nature of those instruments.

OTHER CURRENT ASSETS

current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

June 30, 2022

June 30, 2021

Intelligent Fingerprinting Limited note receivable

Goods and services tax receivable

Other receivables

June 16, 2022, the Company entered into an agreement with Intelligent Fingerprinting Limited (“IFP”), providing the Company

with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets.

In consideration

for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $ 500,000 , which

is payable by IFP on the earliest of the consummation of an acquisition, 30 days following the termination of exclusivity under the exclusivity

agreement, an event of default under the term loan facility agreement, or December 31, 2022.

This $ 500,000 short term note receivable

bears an interest rate of 2 % per annum above the Sterling Barclays Bank Base Rate from time to time.

of the year ended June 30, 2021, the Company made $ 2,600,000 in prepayments for research and development.

Of the total prepayments, $ 504,000

is recorded as a non-current asset based on the expected outflow of the budgeted research and development costs.

terms of the R&D agreement with BiosensX North America Inc., dated 20 April 2021, in which LSBD also committed to fund $2,600,000

as a direct 50% shareholder in BiosensX North America Inc., the Company would have the right to apply any differences in contributions

between LSBD and the Company towards any amounts owing between the Company and LSBD, including the exercise price of the Option ($5 million)

as included in the Option Agreement dated 31 March 2021 with LSBD (see Notes 3 and 9).

was recorded as a non-current asset based on the expected outflow of the budgeted research and development costs.

Under the terms of

the R&D agreement with BiosensX North America Inc., dated April 20, 2021, in which LSBD also committed to fund $ 2,600,000 as a direct

50 % shareholder in BiosensX North America Inc., the Company would have the right to apply any differences in contributions between LSBD

and the Company towards any amounts owing between the Company and LSBD, including the exercise price of the option ($ 5,000,000 ) as included

in the Option Agreement dated March 31, 2021 with LSBD (see Note 3).

the year ended June 30, 2022, the Company assessed the current status of the R&D activities and determined that the most likely outcome

of the prepaid R&D contribution would be to be application against the exercise price in the Option Agreement and/or future royalty

payments due for the Glucose Biosensor intellectual property.

As this payment for the license of the Glucose Biosensor intellectual property

occurred prior to regulatory approval and there is no alternative future use, the prepayment of $ 2,600,000 has been expensed as development

and regulatory approval costs in the Consolidated Statements of Operations and Other Comprehensive Loss during the year ended June 30,

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consist of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

June 30, 2022

1 unchanged sentence

Accounts and other payables

Related party payables

Employee liabilities (current and non-current)

on June 30, 2022 the company accrued $ 909,187 of which $ 634,518 relates to development and regulatory approval expenses, legal &

consulting fees $ 136,324 , audit and accounting service fees $ 99,454 , and other general and administrative expenses $ 38,891 .

CONVERTIBLE NOTES PAYABLE

Company’s previously outstanding notes mandatorily converted, at a conversion price equal to 85% of 50% of the unit offering price

Company’s previously outstanding notes mandatorily converted, at a conversion price equal to 85 % of 50 % of the unit offering price

of the IPO (or $ 7.23 ), for an aggregate of 710,548 shares based on $ 5,133,706 of principal and zero accrued interest outstanding at the

date of conversion.

convertible notes had a contingent Beneficial Conversion Features (“BCF”), with the contingency being the event of IPO.

such, a financing cost of $ 905,948 was recognized as interest expense in the consolidated statements of operations and other comprehensive

loss in relation to this contingent BCF during the year ended June 30, 2021.

SHAREHOLDERS’

December 14, 2020, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development

of applications other than glucose and COVID-19 applications to a maximum of $2 million over a 5-year period, a 5-year non-transferable

warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price of $17.00 per share.

As this was a transaction

between entities under common control, the $2 million receivable due from LSBD has been recognized as contra-equity.

December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its

common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Exchange”).

In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which

SHAREHOLDERS’ EQUITY

of June 30, 2022, 1,401,377 Series A warrant and 52,400 Series B warrants were held by certain shareholders, respectively.

is convertible into 1 share of the Company’s common stock.

January 1, 2022, and September 9, 2021, the Company issued 7,382 and 400 shares, respectively, of common stock as a result of Series

B warrants that were exercised pursuant to the cashless exercise provision offered during the December 2020 IPO (see Note 1) and converted

into common stock.

August 31, 2021, all 1,300,000 Series B Convertible Preferred Stock was converted into common stock.

Each share of Series B Convertible

Preferred Stock was converted into 1 share of the Company’s common stock.

total of 59,800 Series A warrants and 1,400,995 Series B warrants were exercised and converted into common stock during the period from

the initial public offering to June 30, 2022.

total of 1,700,000 Series B Convertible Preferred Stock was also converted into common stock as of June 30, 2021.

Each share of Series

B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.

December 28, 2020, the Company completed its initial public offering.

December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its

common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Exchange”).

In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which

the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a

6 unchanged sentences

Each share of Series B Convertible Preferred Stock is

convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations.

In the event of the Company’s liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock will participate

pari passu with any distribution of proceeds to holders of the Company’s common stock.

convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations.

In the event of the Company’s liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock will participate

pari passu with any distribution of proceeds to holders of the Company’s common stock.

Holders of Series B Convertible Preferred

Stock are entitled to receive dividends on shares of Series B Preferred equal (on an as converted to common stock basis) to and in the

same form as dividends actually paid on the Company’s common stock.

Shares of Series B Convertible Preferred Stock generally have

no voting rights, except as required by law.

public offering

December 2020, the Company completed its initial public offering.

initial public offering

completion of the initial public offering in December 2020, Series A and Series B warrants held by certain shareholders were exercised.

Each warrant is convertible into 1 share of the Company’s common stock.

A total of 59,800 Series A warrants and 1,400,995 Series

B warrants were exercised and converted into common stock as of June 30, 2021.

total of 1,700,000 Series B Convertible Preferred Stock was also converted into common stock as of June 30, 2021.

Each share of

Series B Convertible Preferred Stock is convertible into 1 share of the Company’s common stock.

December 14, 2020, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development

of applications other than glucose and COVID-19 applications to a maximum of $ 2 million over a 5 -year period, a 5 -year non-transferable

warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price of $ 17.00 per share.

As this was a transaction

between entities under common control, the $ 2 million receivable due from LSBD has been recognized as contra-equity.

RELATED PARTY TRANSACTIONS

Company completed certain financing transactions with, LSBD as described in Note 7.

to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial

The following transactions occurred with LSBD during the period July 1, 2020 to June 30, 2021 (FY2020:

to, and purchases from, related parties are made at normal market prices and on normal commercial terms.

The following transactions occurred

with LSBD during the period July 1, 2021, to June 30, 2022 (FY 2021:

July 1, 2020 to June 30, 2021):

2 unchanged sentences

for the technology, including payments made or expenses incurred on behalf of the Company.

The current year includes a fee of $500,000

that was paid to acquire an option and has been recognized as an expense within development and regulatory approval expenses.

31, 2021, GBS entered into an Option Agreement with LSBD to provide GBS the option to acquire an exclusive license for LSBD’s intellectual

Fiscal year 2021 includes a fee of $ 500,000 that was

paid to acquire an option and has been recognized as an expense within development and regulatory approval expenses.

On March 31, 2021,

GBS entered into an Option Agreement with LSBD to provide GBS the option to acquire an exclusive license for LSBD’s intellectual

For further details, refer to Note 4.

2 unchanged sentences

related overheads directly attributable to the Company which are included in general and administration expenses.

Company recognized income of $nil (FY2020:

$118,923) in relation to shared labor reimbursement which includes salaries directly attributable

to the Company which are included in Shared services revenue in the Consolidated Statements of Operations and Other Comprehensive Loss.

the year ended June 30, 2022, the Company contributed a total of $ 2,600,000 towards budgeted development and commercialization costs

4 unchanged sentences

Food & Drug Administration.

For further details, refer to Notes

the first quarter of the year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount

of $976,308 in relation to the development and approval process for the Glucose Biosensor Technology.

In accordance with FASB ASC 805,

this was set to a zero book value, which equals the historical carrying value in the books of LSBD, by use of a deemed dividend (For

further details, refer to Note 4).

As of June 30, 2021, $13,323 (June 30, 2020:

$1,769,293) remains payable to LSBD in relation to overhead

reimbursements detailed above.

For further details, refer to Note

of June 30, 2022, $ 9,054 (June 30, 2021:

$ 13,323 ) remains payable to LSBD in relation to overhead reimbursements detailed above.

INVESTMENT IN AFFILIATE

10 unchanged sentences

over BiosensX (North America) Inc.

but, in accordance with ASC 810 Consolidation , LSBD is deemed to have control over BiosensX

the year ended June 30, 2022, LSBD sold all its shares in GBS.

GBS determined whether it has a controlling financial interest in BiosensX

(North America) Inc.

due to its direct ownership of 50% in BiosensX (North America) Inc.

and indirect ownership of 50% in BiosensX (North

America) Inc.

through GBS Inc.

of June 30, 2021, LSBD holds 42.6% of common Stock of GBS Inc.

and therefore still has control over BiosensX (North America) Inc.

by first evaluating whether the entity is a voting interest entity or a VIE under GAAP.

Voting interest entities

are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides

the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about

the entity’s activities.

The Company consolidates voting interest entities in which it has all, or at least a majority of, the

voting interests.

As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a

voting interest entity.

A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities

of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive

benefits that could potentially be significant to the VIE.

The enterprise with a controlling financial interest, known as the primary

beneficiary, consolidates the VIE.

We concluded that GBS does not have a controlling financial interest in BiosensX (North America) Inc.,

hence it continues to recognize its investments in BiosensX (North America) Inc.

using the equity method.

following table summarizes the amount recorded in the consolidated financial statements:

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

1 unchanged sentence

Investment value

(Loss) income from the affiliate

Loss from the affiliate

Carrying amount

CONSTRUCTION IN PROGRESS

the period ending June 30, 2022, the Company incurred costs of $ 782,816

towards the construction of a building at the University of Newcastle.

The Australian government reimbursed the Company 50 %

of the incurred costs.

Therefore, the Company deducted the total cost incurred by the amount of grant proceeds received to arrive at

the carrying amount of CIP as of June 30, 2022.

following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets:

OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS

June 30, 2022

June 30, 2021

Investments in construction in progress

50 % contributed under government grant

Carrying amount

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

Johns Hopkins intend to utilize biosensor products to conduct in-field epidemiological studies.

agreed to pay Johns Hopkins a total amount of $423,589 as a part of this sponsored research agreement of which $211,795 remains payable

as of June 30, 2021.

January 5, 2021, the Company entered into a certain Research Collaboration Agreement with Harvard College for the purposes of facilitating

mutual collaboration in scientific research in connection with the Company’s non-exclusive royalty free license to combat COVID-19

The contemplated collaboration includes research teams from the Company and Harvard and will include, among others, exchange

of materials and research data, to now progress with the milestone of integrating the Harvard technology with the Company’s biosensor

with applications for SARS-Cov-2 antibody test for COVID-19.

The Company agreed to pay Harvard a total amount of $609,375 payable in

3 instalments of which $152,344 remains payable as of June 30, 2021.

Company has no material future minimum lease commitments or purchase commitments those discussed above.

agreed to pay Johns Hopkins a total amount of $ 423,589 as a part of this sponsored research agreement of which $ 0 remains payable as

of June 30, 2022.

February 2021 the Company signed a deed of confirmation and variation with the University of Newcastle for the research and development

of the Saliva Glucose Biosensor and the SARS-CoV-2 Antibody Biosensor.

The Company agreed to pay the University of Newcastle $ 2,054,880

of which $ 517,502 remains payable as of June 30, 2022.

Company has no material future minimum lease commitments or purchase commitments.

time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business.

11 unchanged sentences

Realization of our net operating

loss carryforward was not reasonably assured as of June 30, 2021 and 2020, and we have recorded a valuation allowance of $5,946,731 and

$4,175,349, respectively, against deferred tax assets in excess of deferred tax liabilities.

loss carry forward was not reasonably assured as of June 30, 2022 and 2021, and we have recorded a valuation allowance of $ 6,064,025

and $ 5,946,731 , respectively, against deferred tax assets in excess of deferred tax liabilities.

components of net deferred taxes are as follows:

As of June 30,

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2022

June 30, 2021

Deferred tax assets (liabilities):

Net operating loss –

Net operating loss - U.S.

Net operating loss - Foreign

Employee benefits

Foreign Exchange

Total deferred tax assets, net

valuation allowance

( 6,064,025 )

( 5,946,731 )

Net deferred taxes

1 unchanged sentence

The provision for income taxes consisted of the following:

Years Ended June 30

SCHEDULE OF PROVISION FOR INCOME TAXES

Year Ended June 30,

reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense

reported in the accompanying consolidated financial statements is as follows:

Ended June 30,

federal statutory rate applied to pretax income (loss)

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT)

Year Ended June 30,

federal statutory rate applies to pretax income (loss)

( 1,770,915 )

taxes, net of federal benefit

of federal operating loss carryforwards

adjustment to deferred taxes

in state tax rates and other

in valuation allowance

$ ( 1,452,905 )

of June 30, 2021, and 2020, we had federal and foreign income tax net operating loss carryforwards of approximately $28,317,769 and $19,882,612,

respectively, which expire at various dates ranging from 2038 through unlimited expiration.

Different tax rate of subsidiary

State taxes, net of federal benefit

Permanent differences

Benefit of federal operating loss carryforwards

Cumulative adjustment to deferred taxes

Change in state tax rates and other

Change in valuation allowance

( 1,771,382 )

of June 30, 2022, and 2021, we had federal and foreign income tax net operating loss carry forwards of approximately $ 27,310,563

and $ 19,291,293 , respectively, which expire at various dates ranging from 2038 through unlimited expiration .

LOSS PER SHARE

4 unchanged sentences

or converted into common stock.

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

Year Ended June 30,

6 unchanged sentences

periods presented because their effect would have been anti-dilutive:

SCHEDULE OF ANTI-DILUTIVE WARRANTS

Year Ended June 30,

4 unchanged sentences

Warrants issued to parent entity

Preferred stock - Series A

Preferred stock - Series B

Anti-dilutive securities

SUBSEQUENT EVENTS

July 15 20021, the Company signed an agreement with L.E.K.

Consulting Hong Kong Pty Limited (“L.E.K.

Consulting”) for $ 300,000

to identify and recommend a short list of suitable commercial partners or sub-licensees for distribution in APAC region.

Subsequent to June 30, 2021, and through to the date of this filing, the

remaining outstanding Series B Convertible Preference Stock was converted into common stock.

Subsequent to June 30, 2021 and through to the date of this filing, a total

of 400 Series B Warrants were exercised to purchase one Common Stock in a cashless exercise.

The Company filed a registration statement (Form S-8) on August 5, 2022, for the registration of 500,000 shares of the Company’s

common stock at $ 0.001 par value per share, issuable pursuant to the GBS Inc.

2019 Long Term Incentive Plan.

However, the Company has

not issued these shares to its employees and directors as of the date of filing these accounts.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures