What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-09-28 compared with 2020-10-01 · 1926 added, 2769 removed, 362 unchanged (93% of the section changed)

8 unchanged sentences

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2021 and 2020

Consolidated Statements of Changes in Stockholders’

Deficit for the years ended June 30, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended June 30, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended June 30, 2021 and 2020

1 unchanged sentence

of Independent Registered Public Accounting Firm

the Stockholders’

and the Board of Directors of:

the Stockholders’ and the Board of Directors of:

Biopharma, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc.

and Subsidiary (the “Company”)

as of June 30, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, and cash flows, for each of the two years in the period ended June 30, 2020, 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 consolidated financial position of the Company as of June 30, 2020 and 2019, and the consolidated

results of its operations and its cash flows for each of the two years in the period ended June 30, 2020, in conformity with accounting

principles generally accepted in the United States of America.

on the Financial Statements

have audited the accompanying consolidated balance sheets Propanc Biopharma, Inc.

and Subsidiary (the “Company”) as of June

30, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, 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 consolidated financial position of the Company as of June 30, 2021 and 2020, and the consolidated 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.

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

As discussed in Note 2 to the consolidated financial statements, the Company has a net loss and cash used in operations of $4,740,723

and $1,849,589, respectively, in 2020 and has a working capital deficit, stockholders’

deficit and accumulated deficit of

$3,670,921, $3,641,425 and $55,781,770, respectively, at June 30, 2020.

These matters raise substantial doubt about the Company’s

in Note 2 to the consolidated financial statements, the Company has a net loss of $2,025,947 and net cash used in operating activities

of $1,145,264 for the fiscal year ended June 30, 2021.

The Company has a working capital deficit, stockholder’s deficit, and accumulated

deficit of $3,074,078, $3,067,573, and $58,199,466 respectively, at June 30, 2021.

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s Plan in regards to these matters is also described in Note 2.

Management’s Plan regarding these matters is also described in Note 2.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

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

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of internal control over

financial reporting.

As part 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.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.

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.

1 unchanged sentence

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Salberg & Company, P.A.

& COMPANY, P.A.

have served as the Company’s auditor since 2011.

Raton, Florida

October 1, 2020

NW Corporate Blvd., Suite 240 •

Boca Raton, FL 33431

(561) 995-8270 •

(866) CPA-8500 •

NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

(561) 995-8270 • Toll Free:

(866) CPA-8500 • Fax:

(561) 995-1920

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• info@salbergco.com

National Association of Certified Valuation Analysts •

Registered with the PCAOB

CPAConnect with Affiliated Offices Worldwide •

Member AICPA Center for Audit Quality

National Association of Certified Valuation Analysts • Registered with the PCAOB

CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

described in Footnote 12 “Derivative Financial Instruments and Fair Value Measurements” to the consolidated financial statements,

the Company recorded derivative transactions that resulted primarily in a net

derivative expense from change in fair value of conversion option liability of $8,186, and derivative liabilities of $54,220 at June

identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the

accounting treatment and presentation for derivative transactions and the valuation of derivatives as critical audit matters.

management’s analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

primary procedures we performed to address these critical audit matters included (a) Reviewed and tested management’s conclusions

as to whether certain instruments or contracts qualified for derivative treatment by comparing management’s analysis and conclusions

to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative

and interpretive literature, (c) Tested management’s process for valuing derivatives by comparing it to generally accepted methodologies

for valuing derivatives, (d) Tested management’s valuation of the derivatives by testing assumptions and data used in the valuation

model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

& Company, P.A.

& COMPANY, P.A.

have served as the Company’s auditor since 2011

Raton, Florida

BIOPHARMA, INC.

1 unchanged sentence

BALANCE SHEETS

June 30, 2020

June 30, 2019

tax receivable

CURRENT ASSETS

GST tax receivable

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related party

Operating lease right-of-use assets, net - related party

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’

deposit - related party

lease right-of-use assets, net - related party

and equipment, net

AND STOCKHOLDERS’ DEFICIT

expenses and other payables

notes and related accrued interest, net of discounts and premiums

lease liability - related party

conversion option liabilities

to former director - related party

from former director - related party

benefit liability

CURRENT LIABILITIES

Accounts payable

Accrued expenses and other payables

Convertible notes and related accrued interest and premiums, net of discounts

Operating lease liability - related party

Embedded conversion option liabilities

Due to former director - related parties

Loans from directors and officer - related parties

Employee benefit liability

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’

Preferred stock, 1,500,005 shares authorized, $0.01 par value:

Series A preferred stock, $0.01 par value;

and Contingencies (See Note 9)

STOCKHOLDERS’

stock, 1,500,005 shares authorized, $ 0.01 par value:

A preferred stock, $ 0.01 par value;

500,000 shares authorized;

500,000 shares issued

and outstanding as of June 30, 2020 and 2019

Series B preferred stock, $0.01 par value;

500,000 shares issued and outstanding as of June 30, 2021 and 2020

B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding

as of June 30, 2020 and 2019

Common stock, $0.001 par value;

1 share issued and outstanding as of June 30, 2021 and 2020

stock, $ 0.001 par value;

1,000,000,000 shares authorized;

and 968,042 shares issued;

258,120,332 and 967,993 outstanding as of June 30, 2020 and 2019, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

(55,781,770 )

(51,041,047 )

Treasury stock (49 shares)

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

14,055,393 and 258,120 shares issued and outstanding as of June 30, 2021

and 2020, respectively

stock issuable ( 59 and 0 shares as of June 30, 2021 and 2020, respectively)

paid-in capital

other comprehensive income

stock (1 share)

STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Years Ended June 30,

Ended June 30,

Administration

and development

OPERATING EXPENSES

Administration expenses

Occupancy expenses

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Derivative income (expense)

Gain on debt settlements, net

Gain on extinguishment of debt, net

Foreign currency transaction loss

TOTAL OTHER EXPENSE, NET

LOSS BEFORE TAXES

$ (4,740,723 )

$ (5,758,369 )

BASIC AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

$ (4,740,723 )

$ (5,758,369 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency translation gain

TOTAL OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME (LOSS)

$ (4,540,050 )

$ (5,049,300 )

FROM OPERATIONS

INCOME (EXPENSE)

in fair value of derivative liabilities

from settlement of debt, net

on extinguishment of debt, net

currency transaction gain (loss)

OTHER EXPENSE, NET

Deemed dividend

NET LOSS AVAILABLE TO COMMON

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

LOSS AVAILABLE TO COMMON STOCKHOLDERS

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

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

1 unchanged sentence

AND SUBSIDIARY

STATEMENTS OF CHANGES IN STOCKHOLDERS’

DEFICIT FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2021 and 2020

Comprehensive

Stockholders’

Stockholders'

at June 30, 2019

$ (45,282,678 )

$ (6,751,920 )

of common stock for cash

of common stock for conversion of convertible debt and accrued interest

of common stock under put premium

Reversal of common stock issuable due to cancellation of conversions of convertible debt and accrued interest

Reversal of common stock issuable due to cancellation of conversions of convertible debt and accrued interest, shares

Issuance of common stock for exercise of warrants

Issuance of common stock for exercise of warrants, shares

Issuance of common stock for cashless exercise of warrants

Reversal of put premium upon cancellation of conversions of convertible debt

Vested restricted stock units

Vested restricted stock units, shares

Fractional difference due to the reverse stock-split

Fractional difference due to the reverse stock-split, shares

dividend upon cashless exercise of warrants

Reclassification

of put premium upon debt conversion

Extinguishment

of derivative liability associated with convertible notes

of common stock for exercise of warrants

of common stock for offering costs

of common stock for services

based compensation in connection with stock option and restricted stock unit grants

of offering costs

currency translation loss

fair value of warrants issued with convertible debt

based compensation in connection with stock option grants and restricted stock unit grants

based compensation in connection with fair value of warrants issued for services

currency translation gain

loss for the fiscal year ended June 30, 2020

at June 30, 2020

(51,041,047 )

of units for cash

of common stock for conversion of convertible debt and accrued interest

of common stock issuable due to cancellation of conversions of convertible debt and accrued interest

of put premium upon cancellation of conversions of convertible debt

of common stock for services

of common stock for exercise of warrants

of common stock for cashless exercise of warrants

Deemed dividend upon alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

of common stock for services

fair value of warrants issued with convertible debt

based compensation in connection with stock option grants and restricted stock unit grants

based compensation in connection with fair value of warrants issued for services

currency translation gain

based compensation in connection with stock option grants

restricted stock units

difference due to the reverse stock-split

currency translation loss

loss for the fiscal year ended June 30, 2021

at June 30, 2021

$ (55,781,770 )

$ (3,641,425 )

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

4 unchanged sentences

FLOWS FROM OPERATING ACTIVITIES:

$ (4,740,723 )

$ (5,758,369 )

to Reconcile Net Loss to Net Cash Used in Operating Activities:

and amortization of common stock and warrants for services

loss on settlements, net

and amortization of common stock for services

currency transaction loss (gain)

of debt discounts

income (expense)

on extinguishment of debt

in fair value of derivative liabilities

on extinguishment of debt, net

from settlement of debt, net

option and restricted stock expense

interest expense

premiums on convertible debt issued

of put premium

in Assets and Liabilities:

1 unchanged sentence

benefit liability

premiums on convertible debt issued

expenses and other payables

CASH USED IN OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES:

CASH USED IN INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from convertible promissory notes

from convertible promissory notes, net of original issue discounts and issue costs

of convertible promissory notes

1 unchanged sentence

associated with offering costs

issuance costs

from the exercise of warrants

10 unchanged sentences

related to warrants issued with convertible notes

financing costs associated with equity purchase agreement

related to derivative liability

lease right-of-use asset and operating lease liability recorded on adoption of ASC 842

of common stock issuable and put premium due to cancellation of conversions of convertible debt and accrued interest

Deemed dividend

upon alternate cashless exercise of warrants

payable reclass to convertible notes

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

PROPANC BIOPHARMA, INC.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

1 unchanged sentence

Biopharma, Inc.

(the “Company,”

“we,”

“us”

or “our”) was originally incorporated

in Melbourne, Victoria Australia on October 15, 2007 as Propanc PTY LTD, and continues to be based in Camberwell, Victoria Australia.

Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments

targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent

the cancer from returning and spreading.

(the “Company,” “we,” “us” or “our”) was originally incorporated in Melbourne,

Victoria Australia on October 15, 2007 as Propanc PTY LTD, and continues to be based in Camberwell, Victoria Australia.

Since its inception,

substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk

patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning

and spreading.

The Company anticipates establishing global markets for its technologies.

Our lead product

candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple

enzymes acting synergistically.

Our lead product candidate, which we refer to

as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically.

It is currently in the preclinical phase of development.

November 23, 2010 , the Company was incorporated in the state of Delaware as Propanc Health Group Corporation.

In January 2011,

to reorganize the Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis making it a wholly-owned

subsidiary of the Company.

July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the

purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.

June 30, 2020, there has been no activity within this entity.

April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.”

to better reflect the Company’s stage

of operations and development.

Company has filed multiple patent applications relating to its lead product, PRP.

The first application was filed in October 2010.

This patent has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France,

Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia,

China, Hong Kong, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India.

In Brazil and Canada, the patent application remains under examination.

2016 and 2017 we filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the “PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, which allows

the applicants to seek protection for an invention in over 150 countries.

Once national or regional applications are filed, the

application is placed under the control of the national or regional patent offices, as applicable, in what is called the national

or regional phase.

One PCT application, filed in November 2016, entered the national phase in July 2018.

A second application

filed in January 2017 entered the national phase commencing July 2018.

A third application entered the national phase in October

Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating

to pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead

product candidate, PRP, through various stages of development.

in Authorized Common Stock and Reverse Split

June 24, 2019, the Company effected a one-for-five hundred (1:500) reverse stock split whereby the Company (i) decreased the number

of authorized shares of common stock, $0.001 par value per share, to 100,000,000 and (ii) decreased by a ratio of one-for-five

hundred (1:500) the number of retroactively issued and outstanding shares of common stock.

Proportional adjustments for the reverse

stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements

to reflect the reverse stock split.

February 4, 2020 the Directors resolved to increase the Common Stock of the Company from 100,000,000 authorized shares to 1,000,000,000

authorized shares and believes that such number of authorized shares of Common Stock will be in the best interests of the Corporation

and its stockholders because the Board believes that the availability of more shares of Common Stock for issuance will allow the

Corporation greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of

favorable opportunities and responding to a changing corporate environment.

The Company filed the necessary documents with the

Securities and Exchange Commission on February 6, 2020 and at the date of this filing the increase in authorized shares to

1,000,000,000 has been effected on March 13, 2020.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

In January 2011, to reorganize

the Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis making it a wholly-owned subsidiary

of the Company.

July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.

As of June 30, 2021,

there has been no activity within this entity.

April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to better reflect the Company’s stage of

operations and development.

July 2020, a world first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 29 granted

patents and 33 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

the lead product candidate PRP.

Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to

pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product

candidate, PRP, through various stages of development.

November 17, 2020, the Company effected a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and outstanding

shares of common stock (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split were made to the

Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been retroactively

adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

of Consolidation

2 unchanged sentences

All inter-company balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited was an

inactive subsidiary from inception through June 30, 2020.

preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America

(“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts

of revenues and expenses during the reporting period.

Propanc (UK) Limited was an inactive

wholly-owned subsidiary through June 30, 2021.

preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America (“US

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

during the reporting period.

Actual results could differ from these estimates.

Significant estimates

in the accompanying consolidated financial statements include the estimates of useful lives for depreciation, valuation of the

operating lease liability and related right-of-use asset, valuation of derivatives, valuation of beneficial conversion features

on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash,

the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied

in lieu of spot rates on transaction dates.

Significant estimates in the accompanying consolidated

financial statements include the estimates of useful lives for depreciation, valuation of the operating lease liability and related right-of-use

asset, valuation of derivatives, valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables,

valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency

translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Currency Translation and Other Comprehensive Income (Loss)

Company’s wholly owned subsidiary’s functional currency is the Australian dollar (AUD).

For financial reporting purposes,

the Australian dollar has been translated into the Company’s reporting currency which is the United States dollar ($) and/or

the Australian dollar has been translated into the Company’s reporting currency which is the United States dollar ($) and/or (USD).

Assets and liabilities are translated at the exchange rate in effect at the balance sheet date.

Revenues and expenses are

translated at the average rate of exchange prevailing during the reporting period.

Equity transactions are translated at each

historical transaction date spot rate.

Translation adjustments arising from the use of different exchange rates from period to

period are included as a component of stockholders’

equity (deficit) as “Accumulated other comprehensive income (loss).”

Gains and losses resulting from foreign currency transactions are included in the statements of operations and comprehensive income

(loss) as other comprehensive income (loss).

There have been no significant fluctuations in the exchange rate for the conversion

of Australian dollars to USD after the balance sheet date.

Revenues and expenses are translated

at the average rate of exchange prevailing during the reporting period.

Equity transactions are translated at each historical transaction

date spot rate.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component

of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from

foreign currency transactions are included in the statements of operations and comprehensive income (loss) as a component of other

comprehensive income (loss).

There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars

to USD after the balance sheet date.

Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing

at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at

the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions

denominated in a currency other than the functional currency included in the consolidated results of operations as incurred.

the year ended June 30, 2020, the Company recognized an exchange loss of approximately $133,000 on intercompany loans made by

the parent to the subsidiary which have not been repaid as at June 30, 2020.

Effective fiscal year 2021, the parent company determined that these intercompany loans will not be repaid in the foreseeable future

and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation

adjustment, a component of accumulated other comprehensive income (loss).

Prior to July 1, 2020, the Company recorded the foreign

currency transaction gains and losses from measuring the intercompany balances as a component of other income (expenses) titled

foreign currency transaction gain (loss).

For the year ended June 30, 2021 and 2020, the Company recognized an exchange gain

(loss) of approximately $ 1,005,000 and

($ 133,000 ),

on intercompany loans made by the parent to the subsidiary which have not been repaid as of June 30, 2021.

of June 30, 2021 and 2020, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing

the consolidated financial statements were as follows:

June 30, 2020

June 30, 2019

Exchange rate on balance sheet dates

SCHEDULE OF TRANSLATION EXCHANGE RATES

rate on balance sheet dates

AUD exchange rate

Average exchange rate for the period

exchange rate for the period

AUD exchange rate

in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2020 and 2019 was as follows:

in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2021 and 2020 were as follows:

SCHEDULE OF CHANGE IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Currency Items:

Beginning balance, June 30, 2018

Foreign currency translation gain

balance, June 30, 2019

Foreign currency translation gain

Ending balance, June 30, 2020

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

currency translation gain

June 30, 2020

currency translation gain

balance, June 30, 2021

Value of Financial Instruments and Fair Value Measurements

Company measures its financial assets and liabilities in accordance with US GAAP.

For certain financial instruments, including

cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair

value due to their short maturities.

Amounts recorded for notes payable, net of discount, and loans payable also approximate fair

value because current interest rates available for debt with similar terms and maturities are substantially the same.

For certain financial instruments, including cash and

cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their

short maturities.

Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current

interest rates available for debt with similar terms and maturities are substantially the same.

Company follows accounting guidance for financial assets and liabilities.

This standard defines fair value, provides guidance

for measuring fair value and requires certain disclosures.

This standard does not require any new fair value measurements, but

rather applies to all other accounting pronouncements that require or permit fair value measurements.

This guidance does not apply

to measurements related to share-based payments.

This guidance discusses valuation techniques, such as the market approach (comparable

market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the

service capacity of an asset or replacement cost).

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three

broad levels.

This standard defines fair value, provides guidance for measuring

fair value and requires certain disclosures.

This standard does not require any new fair value measurements, but rather applies to all

other accounting pronouncements that require or permit fair value measurements.

This guidance does not apply to measurements related

to share-based payments.

This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income

approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad

The following is a brief description of those three levels:

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Inputs, other than quoted prices that are observable, either directly or indirectly.

These include quoted prices for similar

assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed

by us, which reflect those that a market participant would use.

These include quoted prices for similar assets

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,

which reflect those that a market participant would use.

see Note 12 - Derivative Financial Instruments and Fair Value Measurements.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

and Cash Equivalents

and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less

with financial institutions, and bank overdrafts.

Bank overdrafts are reflected as a current liability on the balance sheets.

There were no cash equivalents as of June 30, 2020 or June 30, 2019.

and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial

institutions, and bank overdrafts.

Bank overdrafts, as applicable, are reflected as a current liability on the balance sheets.

There were no cash

equivalents as of June 30, 2021 or June 30, 2020.

and Equipment

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additions, renewals, and betterments are capitalized.

When property and equipment are retired or otherwise disposed of, the related

cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

of property and equipment is provided using the declining balance method.

The depreciable amount is the cost less its residual

When property and equipment are retired or otherwise disposed of, the related cost

and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation of

property and equipment is provided using the declining balance method.

The depreciable amount is the cost less its residual value.

estimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

are stated at cost and reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods

if and once the patent has been granted by a regulatory agency.

However, the Company will expense any patent costs as long as

we are in the startup stage.

Accordingly, as the Company’s products are not currently approved for market, all patent costs

incurred from 2013 through June 30, 2020 were expensed immediately.

This practice of expensing patent costs immediately ends when

a product receives market authorization from a government regulatory agency.

are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by

a regulatory agency.

However, the Company will expense any patent costs as long as we are in the startup stage.

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through June 30, 2021 were expensed immediately.

This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

of Long-Lived Assets

accordance with ASC 360-10, “

Long-lived assets,”

which include property and equipment and intangible assets,

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not

be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of

an asset to the estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset

exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount

of the asset exceeds the fair value of the assets.

Fair value is generally determined using the asset’s expected future

discounted cash flows or market value, if readily determinable.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability

of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted

future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future

cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the

Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily

determinable.

Benefit/Liability

arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits

expected to be settled within twelve months of the reporting date are measured based on the employees remuneration rates applicable

at the reporting date.

All other employee benefit liabilities are measured at the present value of the estimated future cash outflow

to be made in respect of services provided by employees up to the reporting date.

All employee liabilities are owed within the

next twelve months.

Goods and Services Tax (“GST”)

expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown

inclusive of GST.

arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected

to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at

the reporting date.

All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to

be made in respect of services provided by employees up to the reporting date.

All employee liabilities are owed within the next twelve

Goods and Services Tax (“GST”)

expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive

The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

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of June 30, 2021 and 2020, the Company was owed $ 4,341 and $ 2,015 , respectively, from the Australian Taxation Office.

These amounts

were fully collected subsequent to the balance sheet reporting dates.

Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative

instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair

These amounts were

fully collected subsequent to the balance sheet reporting dates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative

instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value.

Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings.

On the date of conversion

or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative

liability, removes any discounts and records a net gain or loss on debt extinguishment.

On July 1, 2019 the Company adopted ASU

2017-11 under which down-round Features in Financial Instruments will no longer cause derivative treatment.

The Company applies

the modified prospective method of adoption.

On the date of conversion or payoff

of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes

any discounts and records a net gain or loss on debt extinguishment.

On July 1, 2019 the Company adopted ASU 2017-11 under which down-round

Features in Financial Instruments will no longer cause derivative treatment.

The Company applies the modified prospective method of adoption.

There were no cumulative effects on adoption.

Notes With Variable Conversion Options

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal

and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock

at or around the time of conversion.

The Company treats these convertible notes as stock settled debt under ASC 480, “

Distinguishing

Liabilities from Equity ”

and measures the fair value of the notes at the time of issuance, which is the result of the

share price discount at the time of conversion and records the put premium as interest expense.

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and

the United States Internal Revenue Service, respectively.

The Company follows ASC 740 “

Accounting for Income Taxes ,”

when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements

and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws

and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established

when necessary to reduce deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable

for the period plus or minus the change during the period in deferred tax assets and liabilities.

Company follows ASC 740, Sections 25 through 60, “

Accounting for Uncertainty in Income Taxes .”

These sections

provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized

in the financial statements.

Tax positions must meet a “more-likely-than-not”

recognition threshold at the effective

date to be recognized upon the adoption of ASC 740 and in subsequent periods.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and

accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at or around

the time of conversion.

The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities

from Equity ” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount

at the time of conversion and records the put premium as interest expense.

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the

United States Internal Revenue Service, respectively.

The Company follows ASC 740 “ Accounting for Income Taxes ,” when

accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes.

income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets

and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce

deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or

minus the change during the period in deferred tax assets and liabilities.

Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These sections provide

detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial

Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized

upon the adoption of ASC 740 and in subsequent periods.

and Development Costs and Tax Credits

accordance with ASC 730-10, “Research and Development-Overall,”

research and development costs are expensed

when incurred.

Total research and development costs for the fiscal years ended June 30, 2020 and 2019 were $179,987 and $260,335,

respectively.

accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.

Total research and development costs for the fiscal years ended June 30, 2021 and 2020 were $ 230,956 and $ 179,987 , respectively.

Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis.

the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount.

Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain

until such time.

The tax concession is a refundable credit.

If the Company has net income, then the Company can receive the credit

which reduces its income tax liability.

If the Company has net losses, then the Company may still receive a cash payment for the

credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce

the credit amount when the income tax rate is applied to that gross amount.

The concession is recognized as an income tax benefit,

in operations, upon receipt.

each of the fiscal years ended June 30, 2020 and 2019, the Company applied for, and received from the Australian Taxation Office,

a research and development tax credit in the amount of $134,728 and $115,437, respectively, which is reflected as a tax benefit

in the accompanying consolidated statements of operations and comprehensive income (loss).

Although the amount

is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount.

Accordingly, the

Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time.

tax concession is a refundable credit.

If the Company has net income, then the Company can receive the credit which reduces its income

tax liability.

If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s

net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate

is applied to that gross amount.

The concession is recognized as tax benefit, in operations, upon receipt.

each of the fiscal years ended June 30, 2021 and 2020, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 113,415 and $ 134,728 , respectively, which is reflected as a tax benefit in the accompanying

consolidated statements of operations and comprehensive income (loss).

Based Compensation

Company records stock-based compensation in accordance with ASC 718, “

Stock Compensation ”.

ASC 718 requires

the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of

the service period or the vesting period.

The Company values employee and non-employee stock-based compensation at fair value

using the Black-Scholes Option Pricing Model.

Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition

criteria of ASC 718 and recognizes the fair value of such awards over the service period.

The Company used the modified prospective

method of adoption.

Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation ”.

ASC 718 requires the fair

value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period

or the vesting period.

The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option

Pricing Model.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria

of ASC 718 and recognizes the fair value of such awards over the service period.

The Company used the modified prospective method of

There was no cumulative effect of adoption on July 1, 2019.

Company adopted and implemented on July 1, 2018, ASC 606 –

Revenue from Contracts with Customers (“ASC 606”).

ASC 606 did not have a material impact on the consolidated financial statements.

Company adopted and implemented on July 1, 2018, ASC 606 – Revenue from Contracts with Customers (“ASC 606”).

did not have a material impact on the consolidated financial statements.

implementation of ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following steps:

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Recognize revenue when (or as) the entity satisfies a performance obligation.

to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the

sale occurs and the royalty term has begun.

to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs

and the royalty term has begun.

legal costs for litigation are charged to expense as incurred.

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the

updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue

guidance in ASC 606.

This guidance is effective for interim and annual reporting periods beginning after December 15, 2018.

Company adopted this guidance effective July 1, 2019.

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

guidance requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the updated guidance

requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

guidance is effective for interim and annual reporting periods beginning after December 15, 2018.

The Company adopted this guidance effective

July 1, 2019.

July 1, 2019, the Company adopted ASU No.

2016-02, applying the package of practical expedients to leases that commenced before

the effective date whereby the Company elected to not reassess the following:

(i) whether any expired or existing contracts contain

(ii) initial direct costs for any existing leases.

For contracts entered into on or after the effective date, at the

inception of a contract the Company assessed whether the contract is, or contains, a lease.

The Company’s assessment is

(1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially

all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of

The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone

price to determine the lease payments.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized

based on the present value of future minimum lease payments over the lease term at commencement date.

As most leases do not provide

an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining

the present value of future payments.

Lease expense for minimum lease payments is amortized on a straight-line basis over the

lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.

2016-02, applying the package of practical expedients to leases that commenced before the effective

date whereby the Company elected to not reassess the following:

(i) whether any expired or existing contracts contain leases and;

initial direct costs for any existing leases.

For contracts entered into on or after the effective date, at the inception of a contract

the Company assessed whether the contract is, or contains, a lease.

The Company’s assessment is based on:

(1) whether the contract

involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use

of the asset throughout the period, and (3) whether it has the right to direct the use of the asset.

The Company will allocate the consideration

in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based

on the present value of future minimum lease payments over the lease term at commencement date.

As most leases do not provide an implicit

rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present

value of future payments.

Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included

in general and administrative expenses in the consolidated statements of operations.

and Diluted Net Loss Per Common Share

net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares

outstanding for the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities

consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and

convertible debt instruments.

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

As a result, the basic and diluted per share amounts for all periods presented are identical.

As of June 30, 2019, there were

59 warrants outstanding, 59,644 stock options and 10 convertible notes payable, which notes are convertible into approximately

1,810,347 shares of the Company’s common stock.

As of June 30, 2020, there were 151,170,514 warrants outstanding, 59,644

stock options and 11 convertible notes payable, which notes are convertible into approximately 439,113,281 shares of the Company’s

common stock.

Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’

ability to increase such limitation to 9.99% upon 60 days’

notice to the Company), and each note may not be converted during

the first six-month period from the date of issuance.

Such securities are considered dilutive securities which were excluded from

the computation since the effect is anti-dilutive.

Accounting Pronouncements

have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the

periods reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted

accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s

reported financial position or operations in the near term.

The applicability of any standard is subject to the formal review

of the Company’s financial management.

GOING CONCERN

accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of

the Company as a going concern.

For the fiscal year ended June 30, 2020, the Company had no revenues, had a net loss of $4,740,723

and had net cash used in operations of $1,849,589.

Additionally, as of June 30, 2020, the Company had a working capital deficit,

stockholders’

deficit and accumulated deficit of $3,670,921, $3,641,425 and $55,781,770, respectively.

It is management’s

opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period

of at least twelve months from the date of this filing.

consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and

classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon

future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s

patent applications, obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales

adequate to support the Company’s cost structure and business plan.

The Company’s ability to continue as a going concern

is also dependent on its ability to further develop and execute on its business plan.

However, there can be no assurances that

any or all of these endeavors will be successful.

March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by

the World Health Organization, and the outbreak has become increasingly widespread in the United States, Europe and Australia,

including in each of the areas in which the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on

general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place”

and other governmental regulations, reduced business and consumer spending due to both job losses, reduced investing activity

and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual

meetings and the like.

The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely.

to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results

is uncertain.

net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for

the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities consist of the incremental

common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments.

dilutive securities are excluded from the computation if their effect is anti-dilutive.

As a result, the basic and diluted per share

amounts for all periods presented are identical.

Each holder of the notes has agreed to a 4.99 % beneficial ownership conversion limitation

(subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company) , and each

note may not be converted during the first six-month period from the date of issuance.

Such securities are considered dilutive securities

which were excluded from the computation since the effect is anti-dilutive.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

OF ANTI DILUTIVE SECURITIES

restricted stock

Accounting Pronouncements

have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods

reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting

principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial

position or operations in the near term with the exception of those disclosed below.

The applicability of any standard is subject

to the formal review of the Company’s financial management.

August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models

for convertible debt instruments and convertible preferred stock.

As well as amend the guidance for the derivatives scope exception for

contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves

and amends the related EPS guidance.

This standard is effective for us on July 1, 2022, including interim periods within those fiscal

Adoption is either a modified retrospective method or a fully retrospective method of transition.

The Company is currently assessing

the impact the new guidance will have on our consolidated financial statements.

2 – GOING CONCERN

accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company

as a going concern.

For the fiscal year ended June 30, 2021, the Company had no

revenues, had a net loss of $ 2,025,947

and had net cash used in operations

of $ 1,145,264 .

Additionally, as of June 30, 2021, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of

$ 3,074,078 ,

$ 3,067,573 ,

and $ 58,199,466 ,

respectively.

It is management’s opinion that these

conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months

from the date of this filing.

consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification

of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future

events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications,

obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s

cost structure and business plan.

The Company’s ability to continue as a going concern is also dependent on its ability to further

develop and execute on its business plan.

However, there can be no assurances that any or all of these endeavors will be successful.

March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World

Health Organization, and the outbreak has become increasingly widespread in the United States, Europe and Australia, including in each

of the areas in which the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions,

including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations,

reduced business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other

effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

While to date the Company has not been required

to stop operating, management is evaluating its use of its office space, virtual meetings and the like.

The Company continues to monitor

the impact of the COVID-19 (coronavirus) outbreak closely.

The extent to which the COVID-19 (coronavirus) outbreak will impact our operations,

ability to obtain financing or future financial results is uncertain.

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following as of June 30,

Office equipment at cost

SCHEDULE OF PROPERTY AND EQUIPMENT

equipment at cost

Accumulated depreciation

Total property, plant, and equipment

property, plant, and equipment

expense for the years ended June 30, 2021 and 2020 were $ 1,993 and $ 2,473 , respectively

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

to director - related party represents unsecured advances made primarily by a former director for operating expenses on behalf

to former director - related party represents unsecured advances made primarily by a former director for operating expenses on behalf

of the Company such as intellectual property and formation expenses.

The expenses were paid for on behalf of the Company and are

due upon demand.

The expenses were paid for on behalf of the Company and are due

The Company is currently not being charged interest under these advances.

The total amount owed the former director

at June 30, 2020 and 2019 is $30,639 and $31,164, respectively.

The Company plans to repay the advances as its cash resources

(see Note 10)

The total amount owed the former director at June

30, 2021 and 2020 is $ 33,347 and $ 30,639 , respectively.

The Company plans to repay the advances as its cash resources allow (see Note

5 – LOANS AND NOTES PAYABLE

from Directors and Officer - Related Parties

from the Company’s directors and officer at June 30, 2020 and 2019 were $50,993 and $51,867, respectively.

The loans bear

no interest and are all payable on demand.

The Company did not repay any amount on these loans during the years ended June 30,

2020 and 2019, respectively.

from Former Director - Related Party

from the Company’s former director at June 30, 2021 and 2020 were $ 55,500 and $ 50,993 , respectively.

The loan bear no interest

and is payable on demand.

The Company did not repay any amount on this loan during the years ended June 30, 2021 and 2020, respectively,

(see Note 10).

6 – CONVERTIBLE NOTES

Company’s convertible notes outstanding at June 30, 2020 and 2019 were as follows:

June 30, 2020

June 30, 2019

Convertible notes and debenture

Unamortized discounts

Accrued interest

Convertible notes, net

Company’s convertible notes outstanding at June 30, 2021 and 2020 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

notes and debenture

Equities Financing Agreements

29, 2017 Securities Purchase Agreement

December 12, 2016, the Company entered into a Securities Purchase Agreement, with Eagle Equities, pursuant to which Eagle Equities

purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $100,000.

note (the “December 12 Note”) was funded with cash and the second note (the “December 12 Eagle Back-End Note”)

was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “December 12 Note Receivable”).

The terms of the December 12 Eagle Back-End Note require cash funding prior to any conversion thereunder.

The December 12 Note

Receivable was due on December 12, 2017, unless certain conditions were not met, in which case both the December 12 Eagle Back-End

Note and the December 12 Note Receivable may both be cancelled.

Both the December 12 Note and the December 12 Eagle Back-End Note

had a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable.

outstanding principal amounts plus accrued interest under both the December 12 Note and the December 12 Eagle Back-End Note were

convertible into the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the common

stock for the ten trading days prior to the conversion, subject to adjustment in certain events.

On April 11, 2017, the Company

received payment of the December 12 Note Receivable in the amount of $100,000 that offset the December Eagle Back-End Note.

from the Note Receivable of $5,000 were paid directly to legal fees resulting in net cash proceeds of $95,000 received by the

As a result, the December 12 Eagle Back-End Note then became convertible.

The December 12 Note and the December 12 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $66,667 as

each of the notes were funded.

As of June 30, 2018, the outstanding principal under the December 12 Note along with $8,296 of

accrued interest was fully converted into shares of the Company’s common stock.

As of June 30, 2019, the outstanding balance

of $100,000 under the December 12 Eagle Back-End Note along with $13,144 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding

balance as of June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

27, 2017 Securities Purchase Agreement

January 27, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, pursuant to which Eagle Equities

purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $230,000.

note (the “January 2017 Eagle Note”) was funded with cash and the second note (the “January 2017 Eagle Back-End

Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “January

2017 Eagle Note Receivable”).

The terms of the January 2017 Eagle Back-End Note require cash funding prior to any conversion

The January 2017 Eagle Note Receivable was due September 27, 2017, unless certain conditions were not met, in which

case both the January 2017 Eagle Back-End Note and the January 2017 Eagle Note Receivable may both be cancelled.

Both the January

2017 Eagle Note and the January 2017 Eagle Back-End Note had a maturity date one year from the date of issuance upon which any

outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under both the

January 2017 Eagle Note and the January 2017 Eagle Back-End Note are convertible into common stock of the Company at a conversion

price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject

to adjustment in certain events.

On May 4, 2017, the Company received a partial payment of the January 2017 Note Receivable in

the amount of $40,000 and on June 3, 2017 the balance of $190,000 was funded, of which $11,250 was paid directly to legal fees.

As a result, the January 2017 Eagle Back-End Note then became convertible.

The January 2017 Eagle Note and the January 2017 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company is recording a put premium of $153,333

as each of the notes were funded.

As of June 30, 2018, the outstanding principal under the January 2017 Eagle Note along with

$14,988 of accrued interest was fully converted.

As of June 30, 2019, the outstanding balance of $230,000 under the January 2017

Eagle Back-End Note along with $33,356 of accrued interest was fully converted (see Note 8 –

Stockholders’

resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30,

1, 2017 Securities Purchase Agreement

March 1, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, pursuant to which Eagle Equities

purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $220,500.

note (the “March 2017 Eagle Note”) was funded with cash and the second note (the “March 2017 Eagle Back-End

Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “March

2017 Eagle Note Receivable”).

The terms of the March 2017 Eagle Back-End Note require cash funding prior to any conversion

Both the March 2017 Eagle Note and the March 2017 Eagle Back-End Note had a maturity date of March 1, 2018, upon which

any outstanding principal and interest was due and payable.

The outstanding principal amounts plus accrued interest under both

the March 2017 Eagle Note and the March 2017 Eagle Back-End Note were convertible into shares of common stock, of the Company

at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion,

subject to adjustment in certain events.

On July 5, 2017, the Company received payment of the March 2017 Eagle Note Receivable

in the amount of $220,500 that offset the March 2017 Eagle Back-End Note.

Proceeds from the March 2017 Eagle Note Receivable of

$10,500 were paid directly to legal fees resulting in net cash proceeds of $210,000 received by the Company.

As a result, the

March 2017 Eagle Back-End Note then became convertible.

The March 2017 Eagle Note and the March 2017 Eagle Back-End Note were

treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $147,000 as each of the notes

As of June 30, 2018, the outstanding principal balance under the March 2017 Eagle Note along with $20,061 of accrued

interest was fully converted.

As of June 30, 2019, the outstanding balance of $220,500 under the March 2017 Back-End Note along

with $19,526 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in a full reduction

of the put premium.

There was no outstanding balance as of June 30, 2019.

9, 2017 Securities Purchase Agreement

August 9, 2017, the Company entered into a Securities Purchase Agreement dated as of August 8, 2017, with Eagle Equities, pursuant

to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount

The first note (the “August 2017 Eagle Note”) was funded with cash and the second note (the “August

2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company

(the “August 2017 Eagle Note Receivable”).

The terms of the August 2017 Eagle Back-End Note require cash funding prior

to any conversion thereunder.

The August 2017 Eagle Note Receivable was due August 8, 2018, unless certain conditions were not

met, in which case both the August 2017 Eagle Back-End Note and the August 2017 Eagle Note Receivable may both be cancelled.

the August 2017 Eagle Note and the August 2017 Eagle Back-End Note had a maturity date one year from the date of issuance upon

which any outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under

both the August 2017 Eagle Note and the August 2017 Eagle Back-End Note were convertible into common stock of the Company at a

conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion,

subject to adjustment in certain events.

On September 14, 2017, the Company received payment of the August 2017 Eagle Note Receivable

in the amount of $200,000 that offset the August 2017 Eagle Back-End Note.

Proceeds from the August 2017 Eagle Note Receivable

of $10,000 were paid directly to legal fees resulting in net cash proceeds of $190,000 received by the Company.

As a result, the

August 2017 Eagle Back-End Note then became convertible.

The August 2017 Eagle Note and the August 2017 Eagle Back-End Note were

treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of the notes

As of June 30, 2018 $120,000 of principal under the August 2017 Eagle Note along with $5,273 in interest was converted.

As of June 30, 2019, the remaining outstanding balance of $80,000 under the August 2017 Eagle Note along with $6,850 of accrued

interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full

reduction of the put premium.

As of June 30, 2019, the remaining outstanding principal balance of $200,000 under the August 2017

Eagle Back-Note along with $30,568 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting

in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

25, 2017 Securities Purchase Agreement

November 3, 2017, the Company entered into a Securities Purchase Agreement dated as of October 25, 2017, with Eagle Equities,

pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal

amount of $200,000.

The first note (the “October 2017 Eagle Note”) was funded with cash and the second note (the “October

2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company

(the “October 2017 Eagle Note Receivable”).

The terms of the October 2017 Eagle Back-End Note require cash funding

prior to any conversion thereunder.

The October 2017 Eagle Note Receivable was due June 25, 2018, unless certain conditions were

not met, in which case both the October 2017 Eagle Back-End Note and the October 2017 Eagle Note Receivable may both be cancelled.

Both the October 2017 Eagle Note and the October 2017 Eagle Back-End Note had a maturity date one year from the date of issuance

upon which any outstanding principal and interest is due and payable.

The amounts cash funded plus accrued interest under both

the October 2017 Eagle Note and the October 2017 Eagle Back-End Note were convertible into common stock, par value $0.001 of the

Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior

to the conversion, subject to adjustment in certain events.

On December 6, 2017, the Company received payment of the October 2017

Eagle Note Receivable in the amount of $200,000 that offset the October 2017 Eagle Back-End Note.

Proceeds from the October 2017

Eagle Note Receivable of $10,000 were paid directly to legal fees resulting in net cash proceeds of $190,000 received by the Company.

As a result, the October 2017 Eagle Back-End Note then became convertible.

The October 2017 Eagle Note and the October 2017 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333

as each of the notes were funded.

As of June 30, 2019, the outstanding principal balance under the October 2017 Eagle Note along

with $14,653 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

29, 2017 Securities Purchase Agreement

Company entered into an executory contract on December 29, 2017, whereby the Company entered into a securities purchase agreement

with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2017 Eagle

Note”) from the Company in the aggregate principal amount of $532,435, with principal and the interest thereon convertible

into shares of the Company’s common stock at the option of Eagle Equities at any time.

The transactions closed on January

December 2017 Eagle Note contained an original issue discount of $25,354 such that the purchase price was $507,081.

date of the December 2017 Eagle Note was December 29, 2018.

The Company was in discussions with Eagle Equities to extend the maturity

The December 2017 Eagle Note bore interest at a rate of 8% per annum, which interest were to be paid by the Company to Eagle

Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities

The Company recorded $20,065 of accrued interest

for the December 2017 Eagle Note and total principal outstanding as of June 30, 2019 under the December 2017 Eagle Note was $171,965

following conversion of $360,470 of principal and $43,535 of accrued interest during the fiscal year ended June 30, 2019.

Company recorded $0 of accrued interest for the December 2017 Eagle Note and total principal outstanding as of June 30, 2020 under

the December 2017 Eagle Note was $0 following conversion of the remaining principal $171,965 and $24,751 of accrued

interest during the fiscal year to June 30, 2020.

Company entered into an executory contract on December 29, 2017, whereby the Company entered into a securities purchase agreement with

Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2017 Eagle Note”)

from the Company in the aggregate principal amount of $ 532,435 , with principal and the interest thereon convertible into shares of the

Company’s common stock at the option of Eagle Equities at any time.

The December 2017 Eagle Note contained an original issue discount

of $ 25,354 such that the purchase price was $ 507,081 .

The maturity date of the December 2017 Eagle Note was December 29, 2018 .

was in discussions with Eagle Equities to extend the maturity date.

The December 2017 Eagle Note bore interest at a rate of 8 % per annum,

which interest were to be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice

of conversion by the Company from Eagle Equities at any time.

The Company recorded $ 20,065 of accrued interest for the December 2017

Eagle Note and total principal outstanding as of June 30, 2019 under the December 2017 Eagle Note was $ 171,965 following conversion of

$ 360,470 of principal and $ 43,535 of accrued interest during the fiscal year ended June 30, 2019.

The Company recorded $ 0 of accrued

interest for the December 2017 Eagle Note and total principal outstanding as of June 30, 2020 under the December 2017 Eagle Note was

$ 0 following conversion of the remaining principal $ 171,965 and $ 24,751 of accrued interest during the fiscal year to June 30, 2020.

Accordingly, there was no outstanding balance as of June 30, 2020.

Equities had the option to convert all or any amount of the principal face amount of the December 2017 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

common stock as reported on the OTCQB for the ten prior trading days, including the day upon which the Company receives a notice

of conversion from Eagle Equities.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded

a $354,956 put premium of which $240,313 was released to additional paid in capital following conversion of $360,470 of principal

during the fiscal year to June 30, 2019, and a further $114,643 was released to additional paid in capital following conversion

of the remaining principal of $171,965 during the fiscal year to June 30, 2020.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

13, 2018 Securities Purchase Agreement

June 14, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “June 2018 Eagle Note”) from the Company in the aggregate principal amount

of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Eagle Equities any time after the six-month anniversary of the June 2018 Eagle Note.

The transactions contemplated by the Purchase

Agreement closed on June 19, 2018.

Pursuant to the terms of the Purchase Agreement, Eagle Equities deducted $5,000 from the principal

payment due under the June 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the June 2018 Eagle Note was on June 14, 2019.

The June 2018 Eagle Note bears interest at a rate of 8% per annum,

which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a

notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the June 2018 Eagle Note.

Additionally,

Eagle Equities had the option to convert all or any amount of the principal face amount of the June 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

common stock as reported on the OTC quotation system for the ten prior trading days, including the day upon which the Company

receives a notice of conversion from Eagle Equities.

However, in the event that the Company’s common stock is restricted

by the Depository Trust Company (“DTC”) for any reason, the Conversion Price shall be lowered to 50% of the lowest

closing bid price for the duration of such restriction.

If the Company fails to maintain a reserve of shares of its common stock

at least four times the number of shares issuable upon conversion of the Note for at least 60 days after the issuance of the Note,

the conversion discount shall be increased by 10%.

Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities

and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The June 2018 Eagle Note was

treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put premium which was released to

additional paid in capital upon conversion of the note as discussed above.

an event of default, principal and accrued interest will become immediately payable under the note.

Interest on the outstanding

principal shall accrue at a default interest rate of 24% per annum or at the highest rate permitted by law.

Further, certain events

of default may trigger penalty and liquidated damage provisions.

payments or conversions occurred in fiscal 2018.

of June 30, 2019, the remaining outstanding principal balance of $105,000 under the June 14, 2018 Eagle Equities Note along with

$6,674 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of

the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

13, 2018 Securities Purchase Agreement

July 13, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “July 2018 Note”) from the Company in the aggregate principal amount

of $75,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Eagle Equities any time after the six month anniversary of the July 2018 Eagle Note.

The transaction closed on July 16, 2018

and on July 19, 2018 the Company received proceeds of $71,250 as $3,750 was paid directly to legal fees.

maturity date of the July 2018 Eagle Note was July 13, 2019.

The July 2018 Eagle Note bears interest at a rate of 8% per annum,

which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a

notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the Note.

Additionally,

Eagle Equities had the option to convert all or any amount of the principal face amount of the July 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

common stock for the ten prior trading days, including the day upon which the Company receives a notice of conversion, subject

to adjustment in certain events.

Eagle Equities shall be restricted from effecting a conversion if such conversion, along with

other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the

outstanding shares of the Company’s common stock.

The July 2018 Eagle Note was treated as stock settled debt under ASC 480

and accordingly, the Company recorded a $50,000 put premium of which $50,000 was released in fiscal 2020 to additional paid in

capital following the full conversion of the note.

July 13, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “July 2018 Note”) from the Company in the aggregate principal amount of $ 75,000 , such

principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time

after the six month anniversary of the July 2018 Eagle Note.

The transaction closed on July 16, 2018 and on July 19, 2018 the Company

received proceeds of $ 71,250 as $ 3,750 was paid directly to legal fees.

The maturity date of the July 2018 Eagle Note was July 13, 2019 .

The July 2018 Eagle Note bears interest at a rate of 8 % per annum, which interest shall be paid by the Company to Eagle Equities in shares

of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month

anniversary of the Note.

The Company recorded $ 5,786 of accrued interest and the total principal outstanding under the July 2018 Eagle

Note was $ 75,000 as of June 30, 2019.

The Company recorded $ 0 of accrued interest and the total principal outstanding under the July

2018 Eagle Note was $ 0 as of June 30, 2020 following conversion of $ 75,000 of principal and $ 9,300 of accrued interest during the fiscal

year ended June 30, 2020.

Accordingly, there was no outstanding balance as of June 30, 2020.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

Company recorded $5,786 of accrued interest and the total principal outstanding under the July 2018 Eagle Note was $75,000 as

of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the July 2018 Eagle Note

was $0 as of June 30, 2020 following conversion of $75,000 of principal and $9,300 of accrued interest during the fiscal year

ended June 30, 2020.

The Company had the right to prepay the July 2018 Eagle Note with certain penalties until January 9, 2019.

No prepayment was made as of such date.

As a result, the July 2018 Eagle Note was convertible.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

29, 2018 Securities Purchase Agreement

August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “August 2018 Eagle Note”) from the Company in the aggregate principal

amount of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Eagle Equities any time after the six-month anniversary of the August 2018 Eagle Note.

The transactions contemplated

by the agreement closed on August 30, 2018.

maturity date of the August 29, 2018 Eagle Note was August 29, 2019.

The Company is currently in discussions with Eagle Equities

to extend the maturity date.

The August 2018 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid

by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company

from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle Note.

Additionally,

Eagle Equities has the option to convert all or any amount of the principal face amount of the August 2018 Eagle Note, at any

time, into shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price (the “Closing

Bid Price”) of the Company’s common stock as reported on the OTC Markets quotation system for the ten prior trading

days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”).

However, in the event that the Company’s common stock is restricted by the DTC for any reason, the Conversion Price shall

be lowered to 50% of the lowest Closing Bid Price for the duration of such restriction.

If the Company fails to maintain a reserve

of shares of its common stock at least four times the number of shares issuable upon conversion of the August 2018 Eagle Note

for at least 60 days after the issuance of the August 28, 2018 Eagle Note, the conversion discount shall be increased by 10%.

Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other

shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding

shares of the Company’s common stock.

The Company had the right to prepay the August 2018 Eagle Note with certain penalties

until February 25, 2019.

No prepayment was made as of such date.

As a result, the August 2018 Eagle Note then became convertible.

The August 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put

premium of which $17,000 was released to additional paid in capital following conversion of principal during the fiscal year to

June 30, 2020.

Company recorded $7,042 of accrued interest and the total principal outstanding under the August 2018 Eagle Note was $105,000

as of June 30, 2019.The Company recorded $11,663 of accrued interest and the total principal outstanding under the August 2018

Eagle Note was $79,500 as of June 30, 2020 following conversion of $25,500 of principal and $3,788 of accrued interest during

the fiscal year ended June 30, 2020.

an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum or at the

highest rate permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

2020, Eagle Equities agreed to waive the 24% default interest on this note, however, the note is currently past due.

August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “August 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the August 2018 Eagle Note.

The transactions contemplated by the agreement closed on August 30,

The maturity date of the August 29, 2018 Eagle Note was August 29, 2019 .

The August 2018 Eagle Note bore interest at a rate of

8 % per annum, which interest was paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of

a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest on this note.

The note was fully converted to common stock in

2, 2018 Securities Purchase Agreement

October 2, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “October 2018 Eagle Note”) from the Company in the aggregate principal

amount of $210,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Eagle Equities any time after the six-month anniversary of the October 2018 Eagle Note.

The transactions contemplated

by the purchase agreement closed on October 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted

$10,000 from the principal payment due under the October 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the October 2018 Eagle Note was October 2, 2019.

The October 2018 Eagle Note shall bore interest at a rate of

8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice

of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the October 2018 Eagle Note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Additionally,

Eagle Equities had the option to convert all or any amount of the principal amount of the October 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

common stock for the ten prior trading days, including the day upon which the Company receives a notice of conversion, subject

to adjustment in certain events.

Eagle Equities shall be restricted from effecting a conversion if such conversion, along with

other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the

outstanding shares of the Company’s common stock.

No prepayment was made as of such date.

As a result, the October 2018

Eagle Note then became convertible.

The October 2, 2018 Eagle Note was treated as stock settled debt under ASC 480 and accordingly,

the Company recorded a $140,000 put premium of which $140,000 was released to additional paid in capital following conversion

of principal during the year ended June 30, 2020.

Company recorded $12,473 of accrued interest and the total principal outstanding under the October 2018 Eagle Note was $210,000

as of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the October 2018 Eagle

Note was $0 as of June 30, 2020 following conversion of $210,000 of principal and $25,725 of accrued interest during the year

ended June 30, 2020.

The Company had the right to prepay the October 2018 Eagle Note with certain penalties until March 31, 2019.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

October 2, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “October 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 210,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the October 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed on

October 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 10,000 from the principal payment due under

the October 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The maturity date of the October 2018 Eagle

Note was October 2, 2019 .

The October 2018 Eagle Note shall bore interest at a rate of 8 % per annum, which interest was paid by the Company

to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after

the six-month anniversary of the October 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest on this

The note was fully converted to common stock in fiscal 2020.

30, 2018 Securities Purchase Agreement

November 30, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “November 2018 Eagle Note”) from the Company in the aggregate principal

amount of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Eagle Equities any time after the six-month anniversary of the November 2018 Eagle Note.

The transactions contemplated

by the purchase agreement closed on December 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted

$5,000 from the principal payment due under the November 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the November 2018 Eagle Note was November 30, 2019.

The November 2018 Eagle Note bore interest at a rate of 8%

per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of

conversion by the Company from Eagle Equities at any time after the six-month anniversary of the November 2018 Eagle Note.

Additionally,

Eagle Equities had the option to convert all or any amount of the principal amount of the November 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 61% of the lowest closing bid price (the “Closing Bid

Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc.

quotation system for the ten prior

trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion

Price”).

However, in the event that the Company’s common stock is restricted by the Depository Trust Company for any

reason, the Conversion Price shall be lowered to 51% of the lowest Closing Bid Price for the duration of such restriction.

the Company fails to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable

upon conversion of the November 2018 Eagle Note for at least 60 days after the issuance of the November 2018 Eagle Note, the conversion

discount shall be increased by 10%.

Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion

if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates,

exceeds 4.99% of the outstanding shares of the Company’s common stock.

The November 2018 Eagle Note was treated as stock

settled debt under ASC 480 and accordingly, the Company recorded a $67,131 put premium of which $67,131 was released to additional

paid in capital following conversion of principal during the year ended June 30, 2020.

Company recorded $4,879 of accrued interest and the total principal outstanding under the November 2018 Eagle Note was $105,000

as of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the November 2018 Eagle

Note was $0 as of June 30, 2020 following conversion of $105,000 of principal and $12,832 of accrued interest during the year

ended June 30, 2020.

The November 2018 Eagle Note may be prepaid with certain penalties by the Company until May 29, 2019.

prepayment was made as of such date.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

November 30, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “November 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the November 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed

on December 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 5,000 from the principal payment due under

the November 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The maturity date of the November 2018 Eagle

Note was November 30, 2019 .

The November 2018 Eagle Note bore interest at a rate of 8 % per annum, which interest shall be paid by the

Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any

time after the six-month anniversary of the November 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest

on this note.

The note was fully converted to common stock in fiscal 2020.

24, 2018 Securities Purchase Agreement

December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities

purchased a convertible promissory note (the “December 2018 Eagle Note”) from the Company in the aggregate principal

amount of $126,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Eagle Equities any time after the six-month anniversary of the December 2018 Eagle Note.

The transactions contemplated

by the purchase agreement closed on December 24, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted

$6,000 from the principal payment due under the December 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The Company used the net proceeds from the December 2018 Eagle Note to repay an outstanding convertible promissory note before

such note became convertible.

December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “December 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 126,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the December 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed

on December 24, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 6,000 from the principal payment due

under the December 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The Company used the net proceeds from

the December 2018 Eagle Note to repay an outstanding convertible promissory note before such note became convertible.

The maturity date

of the December 2018 Eagle Note was December 24, 2019 .

The December 2018 Eagle Note bore interest at a rate of 8 % per annum, which interest

was paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle

Equities at any time after the six-month anniversary of the December 2018 Eagle Note.

Upon an event of default, principal and accrued

interest would become immediately due and payable under the notes.

Additionally, upon an event of default, both notes would accrue interest

at a default interest rate of 24 % per annum or the highest rate of interest permitted by law.

In April 2020, Eagle Equities agreed to

waive the 24 % default interest on this note.

Equities had the option to convert all or any amount of the principal amount of the notes issued to Eagle Equities above, at any time,

for shares of the Company’s common stock at a price ranging from 60 % to 61 % of the lowest closing bid price (the “Closing

Bid Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc.

quotation system for the ten prior trading

days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”).

However, in the event that the Company’s common stock was restricted by the Depository Trust Company for any reason, the Conversion

Price was to be lowered to from 50 % to 51 % of the lowest Closing Bid Price for the duration of such restriction.

If the Company failed

to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable upon conversion of all

the Eagle Notes for at least 60 days after the issuance of the notes issued to Eagle Equities, the conversion discount was to be increased

Notwithstanding the foregoing, Eagle Equities was restricted from effecting a conversion if such conversion, along with other

shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99 % of the outstanding

shares of the Company’s common stock.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

maturity date of the December 2018 Eagle Note was December 24, 2019.

The December 2018 Eagle Note shall bear interest at a rate

of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice

of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the December 2018 Eagle Note.

Additionally,

Eagle Equities has the option to convert all or any amount of the principal amount of the December 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 61% of the lowest closing bid price (the “Closing Bid

Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc.

quotation system for the ten prior

trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion

Price”).

However, in the event that the Company’s common stock is restricted by the Depository Trust Company for any

reason, the Conversion Price shall be lowered to 51% of the lowest Closing Bid Price for the duration of such restriction.

the Company fails to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable

upon conversion of the December 2018 Eagle Note for at least 60 days after the issuance of the December 2018 Eagle Note, the conversion

discount shall be increased by 10%.

Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion

if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates,

exceeds 4.99% of the outstanding shares of the Company’s common stock.

The December 2018 Eagle Note is treated as stock

settled debt under ASC 480 and accordingly, the Company recorded an $80,557 put premium.

Company recorded $5,220 of accrued interest and the total principal outstanding under the November 2018 Eagle Note was $126,000

as of June 30, 2019.

The Company has recorded $15,327 of accrued interest and the total principal outstanding under the November

2018 Eagle Note was $126,000 as of June 30, 2020.

The December 2018 Eagle Note may be prepaid with certain penalties until June

No prepayment was made as of such date.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note, however, the note is currently past due.

total principal amount outstanding under the above Eagle Equities financing agreements, specifically the December 12, 2016, the

January 27, 2017, the March 1, 2017, the October 25, 2017, the August 9, 2017, the December 29, 2017, the June 14, 2018, the July

13, 2018, the August 29, 2018, the October 2, 2018, the November 30, 2018 and the December 24, 2018 agreements was $792,965 and

accrued interest totaled $55,675 as of June 30, 2019.

The total principal amount outstanding under the above Eagle Equities financing

agreements, specifically the August 29, 2018 and the December 24, 2018 agreements was $205,500 as of June 30, 2020 and accrued

interest totaled $26,990.

above notes issued to Eagle Equities were treated as stock settled debt under ASC 480 and accordingly, the Company recorded a total of

$ 357,688 put premium, of which $ 224,131 and $ 133,557 were released to additional paid in capital following conversion of principal during

the fiscal year to June 30, 2020 and 2021, respectively.

total principal amount outstanding under the above Eagle Equities financing agreements, specifically the August 29, 2018 and the December

24, 2018 agreements was $ 205,500 as of June 30, 2020 and accrued interest totaled $ 26,990 .

There were $ 0 outstanding principal and accrued

interest under the above Eagle Equities financing agreements as of June 30, 2021 as a result of the fiscal 2021 conversions.

Capital Financing Agreements

2, 2018 Securities Purchase Agreement

July 24, 2017, the Company entered into a Securities Purchase Agreement with GS Capital, pursuant to which GS Capital purchased

two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $160,000.

The first note (the

“July 2017 GS Note”) was funded with cash and the second note (the “July 2017 GS Back-End Note”) was initially

paid for by an offsetting promissory note issued by GS Capital to the Company (the “July 2017 GS Note Receivable”).

The terms of the July 2017 GS Back-End Note required cash funding prior to any conversion thereunder.

The July 2017 GS Note Receivable

was due March 24, 2018, unless certain conditions were not met, in which case both the July 2017 GS Back-End Note and the July

2017 GS Note Receivable may both be cancelled.

Both the July 2017 GS Note and the July 2017 GS Back-End Note matured on July 24,

2018 upon which any outstanding principal and interest is due and payable.

The amounts cash funded plus accrued interest under

both the July 2017 GS Note and the July 2017 GS Back-End Note are convertible into common stock of the Company at a conversion

price equal to 62% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject

to adjustment in certain events.

On January 25, 2018, the Company received payment of the July 2017 GS Note Receivable in the

amount of $160,000 that offset the July 2017 GS Back-End Note.

Proceeds from the July 2017 GS Note Receivable of $8,000 were paid

directly to legal fees resulting in net cash proceeds of $152,000 received by the Company.

As a result, the July 2017 GS Back-End

Note is now convertible.

The July 2017 GS Note and the July 2017 GS Back-End Note are treated as stock settled debt under ASC

480 and accordingly the Company recorded a $98,065 put premium as each of the notes was funded.

of June 30, 2018, the outstanding principal under the July 2017 GS Note and $8,169 of accrued interest was fully converted into

shares of the Company’s common stock.

As of June 30, 2018, $125,000 of principal under the July 2017 GS Back-End Note along

with $3,420 in interest was converted.

As of June 30, 2019, the remaining outstanding principal balance of $35,000 under the July

2017 GS Back-End Note along with $5,829 of accrued interest was fully converted (see Note 8 –

Stockholders’

resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30,

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

21, 2017 Securities Purchase Agreement

September 21, 2017, the Company entered into Securities Purchase Agreements, with GS Capital, dated as of September 12, 2017,

pursuant to which GS Capital purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal

amount of $160,000.

The first note (the “September 2017 GS Note”) was funded with cash and the second note (the “September

2017 GS Back-End Note”) was initially paid for by an offsetting promissory note issued by GS Capital to the Company (the

“September 2017 GS Note Receivable”).

The terms of the September 2017 GS Back-End Note require cash funding prior

to any conversion thereunder.

The September 2017 GS Note Receivable was due March 24, 2018, unless certain conditions are not

met, in which case both the September 2017 GS Back-End Note and the September 2017 GS Note Receivable may both be cancelled.

the September 2017 GS Note and the September 2017 GS Back-End Note matured on September 12, 2018, upon which any outstanding principal

and interest is due and payable.

The amounts cash funded plus accrued interest under both the September 2017 GS Note and the September

2017 GS Back-End Note are convertible into common stock of the Company at a conversion price equal to 62% of the lowest closing

bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events.

27, 2018, the Company received payment of the September 2017 GS Note Receivable in the amount of $160,000 that offset the September

2017 GS Back-End Note.

Proceeds from the September 2017 GS Note Receivable of $8,000 were paid directly to legal fees resulting

in net cash proceeds of $152,000 received by the Company.

As a result, the September 2017 GS Back-End Note is now convertible.

The September 2017 GS Note and the September 2017 GS Back-End Note are treated as stock settled debt under ASC 480 and accordingly

the Company recorded a $98,065 put premium as each of the notes was funded.

of June 30, 2018, $30,000 of principal under the September 2017 GS Note along with $1,289 in interest was converted.

30, 2019, the remaining outstanding principal balance of $130,000 under the September 2017 GS Note along with $9,695 of accrued

interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full

reduction of the put premium.

As of June 30, 2019, the outstanding principal balance of $160,000 under the September 2017 GS Back-End

note along with $7,119 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full

repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

23, 2018 Securities Purchase Agreement

March 23, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

two 8% convertible redeemable junior subordinated promissory notes of the Company, each in the principal amount of $106,000.

first note (the “March 2018 GS Note”) was funded with cash and the second note (the “March 2018 GS Back-End

Note”) was initially paid for by an offsetting promissory note issued by GS Capital to the Company (the “March 2018

GS Note Receivable”).

The terms of the March 2018 GS Back-End Note require cash funding prior to any conversion thereunder.

The March 2018 GS Note Receivable is due November 23, 2018, unless certain conditions are not met, in which case both the March

2018 GS Back-End Note and the March 2018 GS Note Receivable may both be cancelled.

Both the March 2018 GS Note and the March 2018

GS Back-End Note mature on March 23, 2019, upon which any outstanding principal and interest is due and payable.

The amounts cash

funded plus accrued interest under both the March 2018 GS Note and the March 2018 GS Back-End Note are convertible into shares

of common stock of the Company at a conversion price equal to 62% of the lowest closing bid price of the common stock for the

ten trading days prior to the conversion, subject to adjustment in certain events.

On May 31, 2018, the Company received payment

of the March 2018 GS Note Receivable in the amount of $106,000 that offset the March 2018 GS Back-End Note.

Proceeds from the

March 2018 GS Note Receivable of $5,300 were paid directly to legal fees resulting in net cash proceeds of $100,700 received by

As a result, the March 2018 GS Back-End Note is now convertible.

The March 2018 GS Note and the March 2018 GS Back-End

Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a $64,968 put premium as each of the

notes was funded.

of June 30, 2019, the outstanding principal balance of $106,000 under the March 2018 GS Note along with $2,765 of accrued interest

was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction

of the put premium.

As of June 30, 2019, the outstanding principal balance of $106,000 under the March 2018 GS Back-End note along

with $4,740 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

13, 2018 Securities Purchase Agreement

April 13, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

two 8% unsecured convertible promissory notes (the “April 2018 GS Notes”) from the Company each in the principal amount

The first note (the “April 2018 GS Note”) was funded with cash and the second note (the “April

2018 GS Back-End Note”) was initially paid for by an offsetting promissory note issued by GS Capital to the Company (the

“April 2018 GS Note Receivable”).

The terms of the April 2018 Back-End Note require cash funding prior to any conversion

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

the April 2018 GS Note and the April 2018 GS Back-End Note mature on April 13, 2019, upon which any outstanding principal and

interest thereon is due and payable.

The amounts cash funded plus accrued interest under both the April 2018 GS Note and the April

2018 GS Back-End Note are convertibles into shares of the Company’s common stock, at any time after October 13, 2018, at

a conversion price for each share of common stock equal to 61% of the lowest closing bid price of the Company’s common stock

for the ten prior trading days including the day upon which a notice of conversion is received by the Company from GS Capital,

subject to adjustment in certain events.

On September 12, 2018, the Company received payment of the April 2018 GS Note Receivable

in the amount of $150,000 that offset the March 2018 GS Back-End Note.

Proceeds from the March 2018 GS Note Receivable of $7,500

were paid directly to legal fees resulting in net cash proceeds of $142,500 received by the Company.

Both the April 2018 GS Note

and the April 2018 GS Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a $95,902

put premium as each of the notes were funded.

of June 30, 2019, the outstanding principal balance of $150,000 under the April 2018 GS Note along with $9,632 of accrued interest

was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction

of the put premium.

As of June 30, 2019, the outstanding principal balance of $150,000 under the April 2018 GS Back-End Note along

with $1,606 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

2, 2018 Securities Purchase Agreement

October 2, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

two 8% unsecured convertible redeemable notes (the “October 2, 2018 GS Notes”) from the Company in the aggregate principal

amount of $212,000, such principal and the interest thereon convertible into shares of the Company’s common stock.

price of $106,000 of the first note (the “October 2018 GS Note”) was paid in cash by GS Capital on October 3, 2018.

After payment of certain legal fees and expenses, net proceeds to the Company from the October 2018 GS Note totaled $100,700.

The purchase price of $106,000 of the second note (the “October 2, 2018 GS Back End Note”) was initially paid for

by GS Capital issuing to the Company an offsetting $106,000 collateralized secured note (the “October 2, 2018 GS Secured

Note”).

The terms of the October 2018 GS Back End Note require cash funding prior to any conversion thereunder, and such

cash funding shall occur on or before June 2, 2019.

October 2, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased two

8 % unsecured convertible redeemable notes (the “October 2, 2018 GS Notes”) from the Company in the aggregate principal amount

of $ 212,000 , such principal and the interest thereon convertible into shares of the Company’s common stock.

The purchase price

of $ 106,000 of the first note (the “October 2018 GS Note”) was paid in cash by GS Capital on October 3, 2018.

After payment

of certain legal fees and expenses, net proceeds to the Company from the October 2018 GS Note totaled $ 100,700 .

The purchase price of

$ 106,000 of the second note (the “October 2, 2018 GS Back End Note”) was initially paid for by GS Capital issuing to the

Company an offsetting $ 106,000 collateralized secured note (the “October 2, 2018 GS Secured Note”).

The terms of the October

2018 GS Back End Note require cash funding prior to any conversion thereunder, and such cash funding shall occur on or before June 2,

the October 2, 2018 GS Note and the October 2, 2018 GS Back End Note, which was funded on February 27, 2019, matured on October 2, 2019,

upon which any outstanding principal and interest thereon is due and payable.

The amounts cash funded plus accrued interest

under both the October 2018 GS Note and the October 2018 GS Back End Note are convertibles into shares of the Company’s

common stock, at any time after April 2, 2019, at a conversion price for each share of common stock equal to 61% of the lowest

closing bid price of the Company’s common stock for the ten prior trading days including the day upon which a notice of

conversion is received by the Company from GS Capital, subject to adjustment in certain events.

GS Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GS Capital and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The October 2018

GS Note and the October 2018 GS Back End Note are treated as stock settled debt under ASC 480 and accordingly, the Company recorded

a total $67,771 put premium for each note of which $44,690 was released in respect of the October 2018 GS Note in the fiscal year

ended June 30, 2019, and a further $22,901 was released during the year ended June 30, 2020 following full conversion of the October

2018 GS Note resulting from conversion of the remaining principal balance of $35,820 and $2,434 in accrued interest.

the put premium was released in respect of the October 2018 GS Back-End Note during the year ended June 30, 2020 following conversion

$106,000 of the principal balance.

total principal amount outstanding under the October 2018 GS Note, was $35,820 and accrued interest thereunder totaled $8,531

as of June 30, 2019 and was fully converted during the year ended June 30, 2020 with $3,601 of accrued interest remaining as of

June 30, 2020 (see Note 8 –

Stockholders’

maturity date of the October 2, 2018 GS Back-Note was October 2019.

The total principal balance under the October 2018 GS Back-End

Note, was $106,000 and accrued interest thereunder totaled $5,715 as of June 30, 2019 and the principal balance was $0 and accrued

interest totaled $2,658 as of June 30, 2020 (see Note 8 –

Stockholders’

October 2, 2018 GS Notes contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

The amounts cash funded plus accrued interest under both

the October 2018 GS Note and the October 2018 GS Back End Note are convertibles into shares of the Company’s common stock, at any

time after April 2, 2019, at a conversion price for each share of common stock equal to 61 % of the lowest closing bid price of the Company’s

common stock for the ten prior trading days including the day upon which a notice of conversion is received by the Company from GS Capital,

subject to adjustment in certain events.

The maturity date of the October 2, 2018 GS Back-Note was October 2019 and the notes were fully

converted to common stock in fiscal 2020.

22, 2020 GS Capital Securities Purchase Agreements

January 22, 2020, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

a convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount

of $58,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of GS Capital any time after the six month anniversary of the January 22, 2020 GS Capital Note.

The January 22, 2020 GS Note contains

an original discount of $3,500.

January 22, 2020, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased a

convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount of $ 58,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GS Capital any time

after the six-month anniversary of the January 22, 2020 GS Capital Note.

The January 22, 2020 GS Note contained an original discount

The transactions contemplated by the GS Capital Securities Purchase Agreement closed on January 22, 2020.

Pursuant to the terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $2,500 from the principal

payment due under the January 22, 2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash

proceeds of $52,000 on January 28, 2020.

The Company intends to use the net proceeds from the January 22, 2020 GW Note for general

working capital purposes.

maturity date of the January 22, 2020 GS Capital is January 22, 2021.

The January 22, 2020 GS Capital Note bears interest at a

rate of 10% per annum, which interest may be paid by the Company to GS Capital in shares of the Company’s common stock;

but shall not be payable until the January 22, 2020 GS Capital Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Pursuant to the

terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $ 2,500 from the principal payment due under the January 22,

2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash proceeds of $ 52,000 on January 28, 2020.

The Company used the net proceeds from the January 22, 2020 GW Note for general working capital purposes.

The maturity date of the January

22, 2020 GS Capital was January 22, 2021 .

The January 22, 2020 GS Capital Note bore interest at a rate of 10% per annum, which interest

may be paid by the Company to GS Capital in shares of the Company’s common stock;

but was not payable until the January 22, 2020

GS Capital Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The conversion price for the January

22, 2020 GS Capital Note was equal to a 40 % discount of the lowest closing bid price (“Lowest Trading Price”) of the Common

Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of

Conversion is received.

Additionally,

GS Capital has the option to convert all or any amount of the principal face amount of the January 22, 2020 GS Capital Note at

any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 112% and 130% of an amount equal to the then outstanding principal amount of the

January 22, 2020 GS Capital Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the January 22, 2020 GS Capital Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GS Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GS Capital and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the GS Capital to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $38,667 put premium which was expensed in fiscal 2020.

January 22, 2020 GS Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above GS Capital financing agreement, specifically the July 24, 2017, the September

21, 2017, the March 23, 2018, the April 13, 2018, and the October 2, 2018 agreements was $141,820 and accrued interest totaled

$14,247 as of June 30, 2019.

The total principal amount outstanding under the above GS Capital financing agreement, specifically

the January 22, 2020 GS Note, was $58,000 and accrued interest of $2,542 as of June 30, 2020.

Note Issued with Consulting Agreement

10, 2017 Consulting Agreement

August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant

to which the consultant agreed to provide certain consulting and business advisory services in exchange for a $310,000 junior

subordinated convertible note.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and is currently past

due (see Note 9).The note accrues interest at a rate of 10% per annum and is convertible into common stock at the lesser of $750

or 65% of the three lowest trades in the ten trading days prior to the conversion.

The note was fully earned upon signing the

agreement and matures on August 10, 2019.

The Company accrued $155,000 related to this expense at June 30, 2017 and recorded the

remaining $155,000 related to this expense in fiscal year 2018.

Upon an event of default, principal and accrued interest will

become immediately due and payable under the note.

Additionally, upon an event of default, at the election of the holder, the

note would accrue interest at a default interest rate of 18% per annum or the highest rate of interest permitted by law.

The consulting

agreement had a three-month term and expired on August 16, 2017.

An aggregate total of $578,212 of this note was bifurcated with

the embedded conversion option recorded as a derivative liability at fair value.

During the year ended June 30, 2018, the consultant

converted $140,000 of principal and $10,764 of interest.

During the year ended June 30, 2019, the consultant converted an additional

$161,000 of principal and $19,418 of interest leaving a principal balance owed of $9,000 at June 30, 2019.

During the year ended

June 30, 2020, the consultant converted an additional $500 of principal and $5,248 of interest such that the remaining principal

outstanding and accrued interest under this note as of June 30, 2020 was $8,500 and $22,168, respectively.

Up Lending Group Financing Agreements

22, 2018 Securities Purchase Agreement

January 22, 2018, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “January 2018 Power Up Note”) from the Company

in the aggregate principal amount of $153,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on January 25, 2018 and the Company received payment on January

29, 2018 in the amount of $153,000, of which $2,500 was paid directly toward legal fees and $500 to Power Up for due diligence

fees resulting in net cash proceeds of $150,000.

GS Capital had the option to convert all or any amount of the principal face amount of the January 22, 2020 GS Capital Note at any time

from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default

occurs, which is an amount between 112 % and 130 % of an amount equal to the then outstanding principal amount of the January 22, 2020

GS Capital Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

January 22, 2020 GS Note contained certain events of default, upon which principal and accrued interest would become immediately due

In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate of

24 % per annum.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

maturity date of the January 2018 Power Up Note was January 22, 2019.

The January 2018 Power Up Note bore interest at a rate of

8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not

be payable until the January 2018 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

notes issued to GS capital above were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 106,438

put premium which was expensed in fiscal 2020 of which $ 22,901 and $ 38,667 was released to additional paid in capital following conversion

of principal during the year ended June 30, 2020 and 2021, respectively.

Company recorded $ 8,802 of accrued interest and the total principal outstanding under the above GS Capital financing agreements was $ 58,000

as of June 30, 2020 following the conversion of $ 141,820 of principal and $ 76,397 of accrued interest during the year ended June 30,

The total remaining principal outstanding and accrued interest under the above GS Capital financing agreements was $ 0 as of June

30, 2021 following conversion of $ 58,000 of principal and $ 8,508 of accrued interest during the year ended June 30, 2021.

Note Issued with Consulting Agreement

10, 2017 Consulting Agreement

August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant to

which the consultant agreed to provide certain consulting and business advisory services in exchange for a $ 310,000 junior subordinated

convertible note.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and is currently past due (see Note 8).

note accrues interest at a rate of 10 % per annum and is convertible into common stock at the lesser of $ 750 or 65 % of the three lowest

trades in the ten trading days prior to the conversion.

The note was fully earned upon signing the agreement and matures on August 10,

The Company accrued $ 155,000 related to this expense at June 30, 2017 and recorded the remaining $ 155,000 related to this expense

in fiscal year 2018.

Upon an event of default, principal and accrued interest will become immediately due and payable under the note.

Additionally, upon an event of default, at the election of the holder, the note would accrue interest at a default interest rate of 18 %

per annum or the highest rate of interest permitted by law.

The consulting agreement had a three-month term and expired on August 16,

An aggregate total of $ 578,212 of this note was bifurcated with the embedded conversion option recorded as a derivative liability

at fair value.

Additionally,

Power Up had the option to convert all or any amount of the principal face amount of the January 2018 Power Up Note, starting

on July 21, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the January 2018 Power Up Note

plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the January 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall be the Variable

Conversion Price.

As defined in the January 2018 Power Up Note, the “Market Price”

shall be the average of the lowest

three closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

the fiscal year ended June 30, 2019, the outstanding principal balance of $153,000 along with $6,185 of accrued interest was converted

into shares of the Company’s common stock (See Note 8 –

Stockholders’

Deficit) resulting in a full repayment

5, 2018 Securities Purchase Agreement

March 5, 2018, the Company entered into a securities purchase agreement with Power Up, pursuant to which Power Up purchased a

convertible promissory note (the “March 2018 Power Up Note”) from the Company in the aggregate principal amount of

$53,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of

The Company received payment on March 12, 2018 in the amount of $53,000, of which $2,500 was paid directly toward legal

fees and $500 to Power Up for due diligence fees resulting in net cash proceeds of $50,000.

maturity date of the March 2018 Power Up Note was March 5, 2019.

The March 2018 Power Up Note bore interest at a rate of 8% per

annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not be payable

until the March 2018 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

total of $65,231 of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the March 2018 Power Up Note, starting on

September 1, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the March 2018 Power Up Note

plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the March 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (the

“Variable Conversion Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall

be the Variable Conversion Price.

As defined in the March 2018 Power Up Note, the “Market Price”

shall be the average

of the lowest three closing bid prices during the ten day trading period prior to and including the day the Company receives a

notice of conversion from Power Up on the electronic quotation system or applicable principal securities exchange or trading market

or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices

of any market makers for such security that are listed in the “pink sheets”

during the ten prior trading days, including

the day upon which the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be

restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially

owned by Power Up and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

Company had the right to prepay the March 2018 Power Up Note within 180 days of issuance with certain penalties.

On August 28,

2018, the Company prepaid the outstanding principal balance of $53,000 and related accrued interest of $2,033 that was due under

the March 5, 2018 Power Up Note and the note was deemed fully satisfied.

The Company incurred a penalty in the amount of $20,362

as a result of the pre-payment which was reflected in interest expense, there was no outstanding balance as of June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

15, 2018 Securities Purchase Agreement

May 15, 2018, the Company entered into a securities purchase agreement with Power Up, pursuant to which Power Up purchased a convertible

promissory note (the “May 2018 Power Up Note”) from the Company in the aggregate principal amount of $53,000, such

principal and the interest thereon convertible into shares of the Company’s common stock at the option of Power Up.

Company received payment on May 18, 2018 in the amount of $53,000, of which $2,500 was paid directly toward legal fees and $500

to Power Up for due diligence fees resulting in net cash proceeds of $50,000.

maturity date of the May 2018 Power Up Note is May 5, 2019.

The May 2018 Power Up Note shall bear interest at a rate of 8% per

annum, which interest may be paid by the Company to Power Up in shares of common stock, but shall not be payable until the May

2018 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

An aggregate total of

$33,744 of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

Additionally,

Power Up had the option to convert all or any amount of the principal face amount of the May 2018 Power Up Note, starting on November

11, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs, which

is an amount equal to 150% of an amount equal to the then outstanding principal amount of the May 2018 Power Up Note plus any

interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the May 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall be the Variable

Conversion Price.

As defined in the May 2018 Power Up Note, the “Market Price”

shall be the average of the lowest

three closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up was restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

Company had the right to prepay the May 2018 Power Up Note within 180 days of issuance with certain penalties.

On November 7,

2018, the Company prepaid the outstanding principal balance of $53,000 and related accrued interest of $1,696 that was due under

the May 2018 Power Up Note and the note was deemed fully satisfied.

The Company incurred a penalty in the amount of $20,715 as

a result of the pre-payment which was charged to interest expense.

There was no outstanding balance as of June 30, 2019.

28, 2018 Securities Purchase Agreement

August 28, 2018, the Company entered into a securities purchase agreement with Power Up, pursuant to which Power Up purchased

a convertible promissory note (the “August 2018 Power Up Note”) from the Company in the aggregate principal amount

of $53,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option

The Company received payment on August 29, 2018 in the amount of $53,000, of which $2,500 was paid directly toward

legal fees and $500 to Power Up for due diligence fees resulting in net cash proceeds of $50,000.

maturity date of the August 2018 Power Up Note was August 28, 2019 (the “Maturity Date”).

The August 2018 Power Up

Note bore interest at a rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s

common stock, but shall not be payable until the August 2018 Power Up Note becomes payable, whether at the Maturity Date or upon

acceleration or by prepayment, as described below.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the August 2018 Power Up Note, starting on

February 24, 2019 at a conversion price of shall be $32.50, subject to certain Market Price (as defined below) adjustment.

the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall be the Variable

Conversion Price.

As defined in the August 2018 Power Up Note, the “Market Price”

shall be the average of the lowest

three closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate total of $396,380 of

this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12 - Derivative

Financial Instruments and Fair Value Measurements).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended June 30, 2018, the consultant converted $ 140,000 of principal and $ 10,764 of interest.

year ended June 30, 2019, the consultant converted an additional $ 161,000 of principal and $ 19,418 of interest leaving a principal balance

owed of $ 9,000 at June 30, 2019.

During the year ended June 30, 2020, the consultant converted an additional $ 500 of principal and $ 5,248

of interest such that the remaining principal outstanding and accrued interest under this note as of June 30, 2020 was $ 8,500 and $ 22,168 ,

respectively.

March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the

consultant whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 Convertible note for a total of

$ 100,000 in the form of a convertible note.

All other terms of the August 10, 2017 Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this note are waived unless the Company fails to authorize to distribute the requested

shares upon conversion.

The Company has the right to pay off the balance of any remaining amounts dues under this note in cash at any

time more than 60 days after March 15, 2021.

Prior to the Settlement Agreement, the Company recorded total liabilities $ 56,762 consisting

of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company recognized

loss from settlement of debt of $ 43,238 during the year ended June 30, 2021 which is included in gain from settlement of debt, net in

the accompanying consolidated statements of operations.

total principal outstanding after adjustment due to the above-mentioned March 15, 2021 settlement agreement and accrued

interest under the August 10, 2017 Convertible Note was $ 80,000

and $ 3,738 ,

an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22% per annum.

that the Company fails to deliver to Power Up shares of common stock issuable upon conversion of principal or interest under the

August 2018 Power Up Note within three business days of a notice of conversion by Power Up, the Company shall incur a penalty

of $500, provided, however, that such fee shall not be due if the failure to deliver the shares is a result of a third party such

as the transfer agent.

February 25, 2019, the Company prepaid the outstanding principal balance of $53,000 and related accrued interest of $395 that

was due under the August 2018 Power Up Note and the note was deemed fully satisfied.

The Company incurred a penalty in the amount

of $22,047 as a result of the pre-payment which was charged to interest expense.

There was no outstanding balance as of June 30,

3, 2019 Securities Purchase Agreement

July 3, 2019, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “July 3, 2019 Power Up Note”) from the Company

in the aggregate principal amount of $78,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on July 3, 2019 and the Company received payment on July 8, 2019

in the amount of $78,000, of which $2,500 was paid directly toward legal fees and $500 to Power Up for due diligence fees resulting

in net cash proceeds of $75,000.

maturity date of the July 3, 2019 Power Up Note was July 3, 2020.

The July 3, 2019, Power Up Note bore interest at a rate of 8%

per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not

be payable until the July 3, 2019 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

Additionally,

Power Up had the option to convert all or any amount of the principal face amount of the July 3, 2019 Power Up Note, starting

on December 30, 2019 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default

occurs, which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the July 3, 2019 Power

Up Note plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the July 3, 2019 Power Up Note shall be $3.25, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.25.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the July 3, 2019 Power Up Note, the “Market Price”

shall be the average of the lowest three closing

bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion from Power

Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing bid price

of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for

such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $155,904

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

July 3, 2019 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the July 3, 2019 Power Up Note,

was $0 and accrued interest of $0 as of June 30, 2020 following conversion of $78,000 of the principal balance and $3,120 of accrued

interest during the year ended June 30, 2020 (see Note 8 - Stockholders’

respectively, as of June 30, 2021 following conversion of $ 20,000

of principal during the year ended

June 30, 2021.

Up Lending Group Financing Agreements

26, 2019 Securities Purchase Agreement

November 26, 2019, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “November 26, 2019 Power Up Note”) from the

Company in the aggregate principal amount of $43,000, such principal and the interest thereon convertible into shares of the Company’s

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “November 26, 2019 Power Up Note”) from the Company

in the aggregate principal amount of $ 43,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

1 unchanged sentence

in the amount of $ 40,000 , net of $ 2,500 paid directly toward legal fees and $ 500 to Power Up for due diligence fees.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the November 26, 2019 Power Up Note was November 26, 2020.

The November 26, 2019, Power Up Note bore interest

at a rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock,

but shall not be payable until the November 26, 2019 Power Up Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the November 26, 2019 Power Up Note, starting

on May 24, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the November 26, 2019 Power Up

Note plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the November 26, 2019 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the November 26, 2019 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $52,222

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

November 26, 2019 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the November 26, 2019 Power Up Note,

was $0 and accrued interest of $0 as of June 30, 2020 following conversion of $43,000 of the principal balance and $1,720 of accrued

interest during the year ended June 30, 2020 (see Note 8 - Stockholders’

The maturity date

of the November 26, 2019 Power Up Note was November 26, 2020 .

The November 26, 2019, Power Up Note bore interest at a rate of 8 % per

annum, which interest was paid by the Company to Power Up in shares of the Company’s common stock but was not payable until the

November 26, 2019 Power Up Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The note was fully

converted in fiscal 2020.

7, 2020 Power Up Lending Group Securities Purchase Agreement

January 7, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “January 7, 2020 Power Up Note”) from the

Company in the aggregate principal amount of $75,000, such principal and the interest thereon convertible into shares of the Company’s

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “January 7, 2020 Power Up Note”) from the Company

in the aggregate principal amount of $ 75,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

1 unchanged sentence

in the amount of $ 72,000 , net of $ 2,500 paid directly toward legal fees and $ 500 to Power Up for due diligence fees.

maturity date of the January 7, 2020 Power Up Note is January 7, 2021.

The January 7, 2020, Power Up Note bears interest at a

rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but

shall not be payable until the January 7, 2020 Power Up Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the January 7, 2020 Power Up Note, starting

on July 4, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which is an amount equal to 150% of an amount equal to the then outstanding principal amount of the January 7, 2020 Power Up Note

plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the January 7, 2020 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the January 7, 2020 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate total of $314,406 of

this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12 - Derivative

Financial Instruments and Fair Value Measurements).

The maturity date

of the January 7, 2020 Power Up Note was January 7, 2021 .

The January 7, 2020, Power Up Note bore interest at a rate of 8 % per annum,

which interest was paid by the Company to Power Up in shares of the Company’s common stock, but not payable until the January 7,

2020 Power Up Note became payable, whether at the maturity date or upon acceleration or by prepayment.

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January 7, 2020 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the January 7, 2020 Power Up Note,

was $75,000 and accrued interest of $2,869 as of June 30, 2020.

12, 2020 Power Up Lending Group Securities Purchase Agreement

March 12, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “March 12, 2020 Power Up Note”) from the Company

in the aggregate principal amount of $43,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on March 12, 2020 and the Company received payment on March 5,

2020 in the amount of $40,000, net of $2,500 paid directly toward legal fees and $500 to Power Up for due diligence fees.

maturity date of the March 12, 2020 Power Up Note is March 12, 2021.

The March 12, 2020, Power Up Note bears interest at a rate

of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall

not be payable until the March 12, 2020 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the March 12, 2020 Power Up Note, starting

on September 4, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default

occurs, which is an amount equal to 150% of an amount equal to the then outstanding principal amount of the March 12, 2020 Power

Up Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the March 12, 2020 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the March 12, 2020 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $55,929

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

March 12, 2020 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

(“Power Up”), pursuant

to which Power Up purchased a convertible promissory note (the “March 12, 2020 Power Up Note”) from the Company in the aggregate

principal amount of $ 43,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Power Up.

The transaction closed on March 12, 2020 and the Company received payment on March 5, 2020 in the amount of $ 40,000 ,

net of $ 2,500 paid directly toward legal fees and $ 500 to Power Up for due diligence fees.

The maturity date of the March 12, 2020 Power

Up Note was March 12, 2021 .

The March 12, 2020, Power Up Note bore interest at a rate of 8 % per annum, which interest may be paid by

the Company to Power Up in shares of the Company’s common stock but was not payable until the March 12, 2020 Power Up Note became

payable, whether at the maturity date or upon acceleration or by prepayment.

the notes issued above to Power Up contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the March 12, 2020 Power Up Note,

was $43,000 and accrued interest of $1,034 as of June 30, 2020 (see Note 8 - Stockholders’

Investments, Inc.

Financing Agreement

26, 2018 Securities Purchase Agreement

June 26, 2018, the Company issued a convertible promissory note (the “June 2018 JSJ Note”) to JSJ Investments, Inc.

(“JSJ”) in the aggregate principal amount of $113,000, with principal and the interest thereon convertible into shares

of the Company’s common stock at the option of JSJ any time after 180 days of issuance.

At the time of closing on June 27,

2018, JSJ deducted $3,000 from the principal payment due under the June 2018 JSJ Note to be applied to its legal expenses, such

that the Company received aggregate net proceeds of $110,000 at closing.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the June 2018 JSJ Note was June 26, 2019, unless extended for up to one year at JSJ’s discretion (the “Maturity

Date”).

The June 2018 JSJ Note bore interest at a rate of 8% per annum, and after the maturity date shall compound quarterly.

In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate

of 22 % per annum.

Additionally,

JSJ had the option to convert all or any amount of the principal face amount of the June 2018 JSJ Note, at any time beginning

December 23, 2018, for shares of the Company’s common stock at the conversion prices set forth in the note.

The June 2018

JSJ Note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $60,846 put premium.

Company had the right to prepay the June 2018 JSJ Note until December 23, 2018.

If the June 2018 JSJ Note was prepaid within 90

days of the issuance date, then the prepayment premium shall be 135% of the face amount plus any accrued interest;

Note was prepaid after 90 days from the issuance date, but prior to 121 days from the issuance date, then the prepayment premium

shall be 140% of the face amount plus any accrued interest;

and if the June 2018 JSJ Note was prepaid after 120 days from the

issuance date, but prior to 180 days from the issuance date, then the prepayment premium shall be 145% of the face amount plus

any accrued interest.

December 24, 2018, the Company prepaid the outstanding principal balance of $113,000 and related accrued interest of $4,508 that

was due under the June 2018 JSJ Note resulting in full repayment of the note and a full reduction of the put premium.

incurred a penalty in the amount of $51,380 as a result of the pre-payment.

There was no outstanding balance as of June 30, 2019.

Enterprises, LLC Financing Agreement

29, 2018 Securities Purchase Agreement

June 29, 2018, the Company entered into a securities purchase agreement with Coventry Enterprises, LLC (“Coventry Enterprises”),

pursuant to which Coventry Enterprises purchased two 8% unsecured convertible promissory notes from the Company in the aggregate

principal amount of $200,000, such principal and the interest thereon convertible into shares of the Company’s common stock

at the option of Coventry Enterprises.

purchase price of $100,000 of the first note (the “July 2018 Coventry Note”) was paid in cash by Coventry Enterprises

on July 2, 2018.

After payment of certain legal fees and expenses, net proceeds to the Company from the First Note totaled $95,000.

The purchase price of $100,000 of the second note (the “July 2018 Coventry Back-End Note”) was initially paid for

by the issuance of an offsetting $100,000 collateralized secured note issued to Company by Coventry Enterprises (the “July

2018 Coventry Enterprises Note”).

The terms of the July 2018 Coventry Back-End Note require cash funding prior to any conversion

The July 2018 Coventry Back-End Note was due February 29, 2019, unless certain conditions were not met, in which case

both the July 2018 Coventry Back-End Note and the July 2018 Coventry Enterprise Note may both be cancelled.

On September 6, 2018,

the Company received payment of the July 2018 Coventry Enterprise Note in the amount of $100,000 that offset the July 2018 Coventry

Back-End Note.

Proceeds from the July 2018 Coventry Enterprise Note of $5,000 were paid directly to legal fees resulting in net

cash proceeds of $95,000 received by the Company.

As a result, the July 2018 Coventry Back-End Note then became convertible.

maturity date of the July 2018 Coventry Note and the July 2018 Coventry Back-End Note was June 29, 2019.

The outstanding principal

amounts plus accrued interest under both the July 2018 Coventry Note and the July 2018 Coventry Back-End Note were convertible

into shares of common stock of the Company at a conversion price equal to 61% of the lowest closing bid price of the Company’s

common stock as reported on the exchange or quotation system on which the Company’s shares are then traded for the ten prior

trading days including the day upon which a notice of conversion is received by the Company from Coventry Enterprises.

Enterprises shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by Coventry Enterprises and its affiliates, exceeds 9.9% of the outstanding shares of the Company’s

Power Up had the option to convert all or any amount of the principal face amount of the notes issued to Power Up, starting on certain

dates as defined in the note agreements and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which was an amount equal to 150 % of an amount equal to the then outstanding principal amount of the notes plus any

interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the above Power Up notes was $3,050, subject to certain Market Price (as defined below) adjustment.

If the Market

Price was greater than or equal to $5,000, the conversion price was to be the greater of 65 % of the Market Price (“Variable Conversion

Price”) and $3,050.

In the event Market Price was less than $5,000, the conversion price was to be the Variable Conversion Price.

As defined in the note agreements, the “Market Price” was the average of the lowest three closing bid prices during the ten

day trading period prior to and including the day the Company receives a notice of conversion from Power Up on the electronic quotation

system or applicable principal securities exchange or trading market or, if no closing bid price of such security is available in any

of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink

sheets” during the ten prior trading days, including the day upon which the Company receives a notice of conversion from Power

Notwithstanding the foregoing, Power Up was restricted from effecting a conversion if such conversion, along with other shares of

the Company’s common stock beneficially owned by Power Up and its affiliates, exceeds 4.99 % of the outstanding shares of the Company’s

common stock.

Both the July 2018 Coventry Note and the July 2018 Coventry Back-End Notes were treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $63,934 put premium as each of the notes was funded.

of June 30, 2019, the outstanding principal balance of $100,000 under the June 2018 Coventry Enterprises Note along with $7,479

of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note

and a full reduction of the put premium.

As of June 30, 2019, the outstanding principal balance of $100,000 under the June 2018

Coventry Enterprises Back-End Note along with $8,137 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as

of June 30, 2019.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

An aggregate initial total of $ 422,557 of these notes were bifurcated with the embedded conversion option recorded as derivative

liabilities at fair value.

total principal amount outstanding under the above Power Up financing agreements, specifically the January 7, 2020 and March 12, 2020

Power Up Notes, was $ 118,000 and accrued interest of $ 3,903 as of June 30, 2020.

The total principal amount outstanding under the above

Power Up financing agreement, specifically the January 7, 2020 and March 12, 2020 Power Up Notes, was $ 0 and accrued interest of $ 0 as

of June 30, 2021 following repayment in cash of $ 43,000 of the principal balance and $ 1,816 of accrued interest and conversions into

common stock during the year ended June 30, 2021.

Accordingly, there was no outstanding principal balance as of June 30, 2021.

Holdings Corp Financing Agreement

23, 2019 Securities Purchase Agreement

May 23, 2019, the Company issued a convertible promissory note (the “May 23 Redstart Holdings Note”) to Redstart Holdings

Corp (“Redstart Holdings”) in the aggregate principal amount of $ 133,000 , with principal and the interest thereon convertible

into shares of the Company’s common stock at the option of Redstart Holdings any time after 180 days of issuance.

At the time of

closing on May 31, 2019, Redstart Holdings deducted $ 3,000 from the principal payment due under the May 2019 Redstart Holdings Note to

be applied to its legal expenses, such that the Company received aggregate net proceeds of $ 130,000 at closing.

The maturity date of

the May 2019 Redstart Holdings Note was May 23, 2020 and bore interest at a rate of 8 % per annum.

The total principal amount outstanding

and accrued interest under the above Redstart Holdings financing agreement, specifically the May 23, 2019 agreement at June 30, 2019

was $ 133,000 and $ 1,137 respectively and as of June 30, 2020 total principal amount outstanding and accrued interest totaled $ 0 and $ 0

respectively following conversion of $ 133,000 of the principal balance and $ 5,320 of accrued interest during the year ended June 30,

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Holdings Corp Financing Agreement

23, 2019 Securities Purchase Agreement

May 23, 2019, the Company issued a convertible promissory note (the “May 23 Redstart Holdings Note”) to Redstart Holdings

Corp (“Redstart Holdings”) in the aggregate principal amount of $133,000, with principal and the interest thereon

convertible into shares of the Company’s common stock at the option of Redstart Holdings any time after 180 days of issuance.

At the time of closing on May 31, 2019, Redstart Holdings deducted $3,000 from the principal payment due under the May 2019 Redstart

Holdings Note to be applied to its legal expenses, such that the Company received aggregate net proceeds of $130,000 at closing.

maturity date of the May 2019 Redstart Holdings Note was May 23, 2020 and bore interest at a rate of 8% per annum.

Additionally,

Redstart Holdings had the option to convert all or any amount of the principal face amount of the May 2019 Redstart Note, starting

on November 19, 2019 at a conversion price subject to certain Market Price (as defined below) adjustment.

If the Market Price

is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (“Variable Conversion

Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall be the Variable Conversion

As defined in the May 2019 Redstart Holdings Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Redstart Holdings on the electronic quotation system or applicable principal securities exchange or trading market or, if

no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any

market makers for such security that are listed in the “pink sheets”

during the ten prior trading days, including

the day upon which the Company receives a notice of conversion from Redstart Holdings.

Notwithstanding the foregoing, Redstart

Holdings shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common

stock beneficially owned by Redstart Holdings and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s

common stock.

An aggregate total of $166,564 of this note was bifurcated with the embedded conversion option recorded as a derivative

liability at fair value (See Note 12 - Derivative Financial Instruments and Fair Value Measurements).

Company had the right to prepay the May 2019 Redstart Holdings Note until November 19, 2019.

If the May 2019 Redstart Holdings

Note was prepaid within 90 days of the issuance date, then the prepayment premium shall be 115% of the face amount plus any accrued

if the May 2019 Redstart Holdings Note was prepaid after 91 days from the issuance date, but prior to 121 days from

the issuance date, then the prepayment premium shall be 120% of the face amount plus any accrued interest;

and if the May 2019

Redstart Holdings Note was prepaid after 121 days from the issuance date, but prior to 150 days from the issuance date, then the

prepayment premium shall be 125% of the face amount plus any accrued interest;

and if the May 2019 Redstart Holdings Note was

prepaid after 151 days from the issuance date, but prior to 180 days from the issuance date, then the prepayment premium shall

be 129% of the face amount plus any accrued interest.

May 23, 2019 Redstart Holdings Note contained certain events of default, upon which principal and accrued interest will become

immediately due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default

interest rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding and accrued interest under the above Redstart Holdings financing agreement, specifically the

May 23, 2019 agreement at June 30, 2019 was $133,000 and $1,137 respectively and as of June 30, 2020 total principal amount outstanding

and accrued interest totaled $0 and $0 respectively following conversion of $133,000 of the principal balance and $5,320 of accrued

interest during the year ended June 30, 2020.

Capital Financing Agreements

30, 2019 Securities Purchase Agreement

July 30, 2019, the Company entered into a securities purchase agreement with Odyssey Capital Funding LLC, (“Odyssey”),

pursuant to which Odyssey purchased a convertible promissory note (the “July 30, 2019 Odyssey Note”) from the Company

in the aggregate principal amount of $320,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Odyssey.

July 30, 2019, the Company entered into a securities purchase agreement with Odyssey Capital Funding LLC, (“Odyssey”), pursuant

to which Odyssey purchased a convertible promissory note (the “July 30, 2019 Odyssey Note”) from the Company in the aggregate

principal amount of $ 320,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at

the option of Odyssey.

The July 30, 2019 Odyssey Note contains an original discount of $ 25,000 .

The transaction

closed on July 30, 2019 and the Company received payment on August 1, 2019 in the amount of $295,000, of which $10,000 was paid

directly toward legal fees, resulting in net cash proceeds of $285,000.

maturity date of the July 30, 2019 Odyssey Note was July 30, 2020.

The July 2019 Odyssey Note bore interest at a rate of 10% per

annum, which interest may be paid by the Company to Odyssey in shares of the Company’s common stock, but shall not be payable

until the July 30, 2019 Odyssey Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $172,308 put premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Additionally,

Odyssey had the option to convert all or any amount of the principal face amount of the July 30, 2019 Odyssey Note, starting on

January 31, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 120% of an amount equal to the then outstanding principal amount of the July 30, 2019 Odyssey Note

plus any interest accrued from July 30, 2019 at the default interest rate of 24% per annum for shares of the Company’s common

stock at the then-applicable conversion price.

conversion price for the July 30, 2019 Odyssey Note shall be equal to 65% of the lowest closing bid price of the Common Stock

as reported on the OTC Markets on which the Company’s shares were then traded or any exchange upon which the Common Stock

may be traded in the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by

Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of

the Company (which may be increased up to 9.9% upon 60 days’

prior written notice by the Holder to the Company).

July 30, 2019 Odyssey Note contained certain events of default, upon which principal and accrued interest will become immediately

The transaction closed on July 30, 2019

and the Company received payment on August 1, 2019 in the amount of $ 295,000 , of which $ 10,000 was paid directly toward legal fees, resulting

in net cash proceeds of $ 285,000 .

The maturity date of the July 30, 2019 Odyssey Note was July 30, 2020 .

The July 2019 Odyssey Note bore

interest at a rate of 10 % per annum, which interest may be paid by the Company to Odyssey in shares of the Company’s common stock

but was not payable until the July 30, 2019 Odyssey Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The July 30, 2019 Odyssey Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Odyssey financing agreement, specifically the July 30, 2019 Odyssey Note, was

$0 and accrued interest of $0 as of June 30, 2020 following conversion of $320,000 of the principal balance and $23,220 of accrued

interest during the year ended June 30, 2020 resulting in full repayment of the note and a full reduction of the put premium.

In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate

of 24 % per annum.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 172,308 put premium.

Additionally,

Odyssey had the option to convert all or any amount of the principal face amount of the July 30, 2019 Odyssey Note, starting on January

31, 2020 and ending on the later of the maturity date or the date the Default Amount was paid if an event of default occurred, which

was an amount equal to 120 % of an amount equal to the then outstanding principal amount of the July 30, 2019 Odyssey Note plus any interest

accrued from July 30, 2019 at the default interest rate of 24 % per annum for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the July 30, 2019 Odyssey Note was equal to 65 % of the lowest closing bid price of the Common Stock as reported

on the OTC Markets on which the Company’s shares were then traded or any exchange upon which the Common Stock may be traded in

the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.

total principal amount outstanding under the above Odyssey financing agreement, specifically the July 30, 2019 Odyssey Note, was $ 0 and

accrued interest of $ 0 as of June 30, 2020 following conversion of $ 320,000 of the principal balance and $ 23,220 of accrued interest

during the year ended June 30, 2020 resulting in full repayment of the note and a full reduction of the put premium.

The note was fully

converted in fiscal 2020.

Fund Financing Agreements

30, 2019 Securities Purchase Agreement

August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant

to which Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the

aggregate principal amount of $550,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Auctus.

The transaction closed on August 30, 2019 and the Company received payment on September

4, 2019 in the amount of $550,000, of which $5,000 was paid directly toward legal fees and $40,000 to Auctus for due diligence

fees resulting in net cash proceeds of $505,000.

The maturity date of the August 30, 2019 Auctus

Note was August 30, 2020 and is past due as of the date of this filing.

The August 30, 2019 Auctus Note bears interest

at a rate of 10% per annum, but shall not be payable until the August 30, 2019 Auctus Note becomes payable, whether at the maturity

date or upon acceleration or by prepayment.

The note is treated as stock settled debt under ASC 480 and accordingly the Company

recorded a $366,667 put premium.

August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant to which

Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the aggregate principal

amount of $ 550,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

The transaction closed on August 30, 2019 and the Company received payment on September 4, 2019 in the amount of $ 550,000 ,

of which $ 5,000 was paid directly toward legal fees and $ 40,000 to Auctus for due diligence fees resulting in net cash proceeds of $ 505,000 .

The maturity date of the August 30, 2019 Auctus Note was August 30, 2020 and is currently past due.

The August 30, 2019 Auctus Note bears

interest at a rate of 10 % per annum, but not payable until the August 30, 2019 Auctus Note became payable, whether at the maturity date

or upon acceleration or by prepayment.

The note is treated as stock settled debt under ASC 480 and accordingly the Company recorded a

$ 366,667 put premium.

The August 30, 2019 Auctus Note may not be prepaid without the written consent of Auctus.

amount of principal or interest which is not paid when due shall bear interest at the rate of 24% per annum.

Any amount of principal

or interest which is not paid when due shall bear interest at the rate of 24 % per annum.

Additionally,

Auctus has the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus

Note, at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default

Amount if an event of default occurs, which is an amount equal to 125% of an amount equal to the then outstanding principal amount

of the August 30, 2019 Auctus Note (but not less than $15,000) plus any interest accrued from August 30, 2019 at the default interest

rate of 24% per annum, for shares of the Company’s common stock at the then-applicable conversion price.

Upon the holder’s

election to convert accrued interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those

amounts in cash.

The note may also be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135%

multiplied by the sum of (a) the then outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests,

conversion price for the August 30, 2019 Auctus Note shall be the Variable Conversion Price, being 60% of the Market Price on

the date of conversion.

Notwithstanding the foregoing, Auctus shall be restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by Auctus and its affiliates, exceeds 4.99% of

the outstanding shares of the Company’s common stock.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450,000 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject

to the limitations and conditions set forth in such First Warrant at an “Exercise Price”

In connection with

the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300,000 shares of the Company’s

common stock (the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions

set forth in such Second Warrant at an “Exercise Price”

In connection with the issuance of the Note, the

Company shall issue a common stock purchase warrant to Buyer to purchase 225,000 shares of the Company’s common stock (the

“Third Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Third Warrant at an “Exercise Price”

The First Warrant, Second Warrant, and Third Warrant shall collectively

be referred as the “Warrants”.

The Warrants have an “Exercise Period”

of five years from the date of issuance

being August 30, 2019.

Under the terms of the Purchase Agreement and the Warrants, the Selling Security Holder may not either

convert the Notes nor exercise the Warrants to the extent (but only to the extent) that the Selling Security Holder or any of

its affiliates would beneficially own a number of shares of our Common Stock which would exceed 4.99% of our outstanding shares.

The Company accounted for the warrants by using the relative fair value method and recorded debt discount from the relative fair

value of the warrants of $375,905 using a simple binomial lattice model (see Note 8).

Auctus has the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus Note,

at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default Amount if an

event of default occurs, which is an amount equal to 125 % of an amount equal to the then outstanding principal amount of the August 30,

2019 Auctus Note (but not less than $15,000) plus any interest accrued from August 30, 2019 at the default interest rate of 24 % per annum,

for shares of the Company’s common stock at the then-applicable conversion price.

Upon the holder’s election to convert accrued

interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those amounts in cash.

The note may also

be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135% multiplied by the sum of (a) the then

outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests , if any.

conversion price for the August 30, 2019 Auctus Note shall be the Variable Conversion Price, being 60 % of the Market Price on the date

of conversion.

Notwithstanding the foregoing, Auctus shall be restricted from effecting a conversion if such conversion, along with other

shares of the Company’s common stock beneficially owned by Auctus and its affiliates, exceeds 4.99 % of the outstanding shares of

the Company’s common stock.

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connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration

Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock

underlying the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein).

The Registration

Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the

Note is subject to customary default provisions and also includes a cross-default provision which provides that a breach or default

by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after

the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under

this Note and the Other Agreements.

Upon occurrence of any such event, the Holder shall be entitled (but in no event required)

to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under

said Other Agreements or the Note.

August 30, 2019 Auctus Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject to the

limitations and conditions set forth in such First Warrant at an “Exercise Price” of $ 2,250 .

In connection with the issuance

of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300 shares of the Company’s common stock

(the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Second Warrant at an “Exercise Price” of $ 3,330 .

In connection with the issuance of the Note, the Company shall issue a common

stock purchase warrant to Buyer to purchase 225 shares of the Company’s common stock (the “Third Warrant”) as a commitment

fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise Price” of

The First Warrant, Second Warrant, and Third Warrant shall collectively be referred as the “Warrants”.

have an “Exercise Period” of five years from the date of issuance being August 30, 2019.

Under the terms of the Purchase

Agreement and the Warrants, the Selling Security Holder may not either convert the Notes nor exercise the Warrants to the extent (but

only to the extent) that the Selling Security Holder or any of its affiliates would beneficially own a number of shares of our Common

Stock which would exceed 4.99 % of our outstanding shares.

The Company accounted for the warrants by using the relative fair value method

and recorded debt discount from the relative fair value of the warrants of $ 375,905 using a simple binomial lattice model.

connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration

Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock underlying

the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein).

The Registration Rights

Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties.

Note is subject to customary default provisions and also includes a cross-default provision which provides that a breach or default by

the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after the passage

of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements.

Upon occurrence of any such event, the Holder shall be entitled (but in no event required) to apply all rights and

remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreements or the

August 30, 2019 Auctus Note contain certain events of default, upon which principal and accrued interest will become immediately due

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of

24% per annum.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $358,965

$358,965 and accrued interest of $486 as of June 30, 2020 following conversion of $191,035 of the principal balance and $43,176

of accrued interest during the year ended June 30, 2020.

Accordingly, $127,356 of the put premium was released in respect of the

August 30, 2019 Auctus Note during the year ended June 30, 2020 following conversion of the principal balance.

and accrued interest of $ 486 as of June 30, 2020 following conversion of $ 191,035 of the principal balance and $ 43,176 of accrued interest

during the year ended June 30, 2020.

Accordingly, $ 127,356 of the put premium was released in respect of the August 30, 2019 Auctus Note

during the year ended June 30, 2020 following conversion of the principal balance.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 32,848

and accrued interest of $ 0 as of June 30, 2021 following conversion of $ 326,117 of the principal balance and $ 39,536 of accrued interest

during the year ended June 30, 2021.

Accordingly, $ 217,411 of the put premium was released in respect of the August 30, 2019 Auctus Note

during the year ended June 30, 2021 following conversion of the principal balance.

Holdings Securities Purchase Agreements

October 1, 2019, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased

a convertible promissory note (the “October 1, 2019 GW Note”) from the Company in the aggregate principal amount of

$131,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of

GW Holdings any time after the six month anniversary of the October 1, 2019 GW Holdings Note.

The transactions contemplated by

the GW Holdings Securities Purchase Agreement closed on October 1, 2019.

Pursuant to the terms of the GW Holdings Securities Purchase

Agreement, Eagle Equities deducted $6,000 from the principal payment due under the October 1, 2019 GW Note, at the time of closing,

to be applied to its legal expenses.

The Company intends to use the net proceeds of $125,000 from the October 1, 2019 GW Note

for general working capital purposes.

maturity date of the October 1, 2019 GW Holdings is October 1, 2020.

The October 1, 2019 GW Holdings Note bears interest at a

rate of 8% per annum, which interest may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable until the October 1, 2019 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

GW Holdings has the option to convert all or any amount of the principal face amount of the October 1, 2019 GW Holdings Note at

any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 110% and 150% of an amount equal to the then outstanding principal amount of the

October 1, 2019 GW Holdings Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the October 1, 2019 GW Holdings Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GW Holdings shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GW Holdings and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the GW Holdings to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $87,333 put premium.

October 1, 2019 GW Holdings Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above GW Holdings financing agreement, specifically the October 1, 2019 GW Holdings

Note, was $30,000 and accrued interest of $1,776 as of June 30, 2020 following conversion of $101,000 of the principal balance

and $5,082 of accrued interest during the year ended June 30, 2020.

Accordingly, $67,333 of the put premium was reclassed to additional

paid in capital in respect of the October 1, 2019 GW Holdings Note during the year ended June 30, 2020 following conversion of

the principal balance.

1, 2019 Securities Purchase Agreement

October 1, 2019, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased a

convertible promissory note (the “October 1, 2019 GW Note”) from the Company in the aggregate principal amount of $ 131,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW Holdings any

time after the six-month anniversary of the October 1, 2019 GW Holdings Note.

The transactions contemplated by the GW Holdings Securities

Purchase Agreement closed on October 1, 2019.

Pursuant to the terms of the GW Holdings Securities Purchase Agreement, the lender deducted

$ 6,000 from the principal payment due under the October 1, 2019 GW Note, at the time of closing, to be applied to its legal expenses.

The Company used the net proceeds of $ 125,000 from the October 1, 2019 GW Note for general working capital purposes.

The maturity date

of the October 1, 2019 GW Holdings was October 1, 2020 and is currently past due.

The October 1, 2019 GW Holdings Note bore interest

at a rate of 8 % per annum, which interest was paid by the Company to GW Holdings in shares of the Company’s common stock;

not payable until the October 1, 2019 GW Holdings Note became payable, whether at the maturity date or upon acceleration or by prepayment.

10, 2020 Securities Purchase Agreement

December 10, 2020, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased

a convertible promissory note (the “December 10, 2020 GW Note”) from the Company in the aggregate principal amount of $ 131,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW Holdings anytime

from the issuance of the December 10, 2020 GW Holdings Note.

The transactions contemplated by the GW Holdings Securities Purchase Agreement

closed on December 10, 2020.

Pursuant to the terms of the GW Holdings Securities Purchase Agreement, the lender deducted $ 6,000 from

the principal payment due under the December 10, 2020 GW Note, at the time of closing, to be applied to its legal expenses.

intends to use the net proceeds of $ 125,000 from the December 10, 2020 GW Note for general working capital purposes.

The maturity date

of the December 10, 2020 GW Holdings is December 10, 2021 .

The December 10, 2020 GW Holdings Note bears interest at a rate of 8 % per

annum, which interest may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable

until the December 10, 2020 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

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above notes issued to GW Holdings contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate

of 24 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

Additionally,

GW Holdings has the option to convert all or any amount of the principal face amount of the notes issued to GW Holdings at any time from

the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which is an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of such notes plus any interest

accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the above GW Holdings notes shall be equal to a 40% discount of the lowest closing bid price (“Lowest Trading

Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the

day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GW Holdings shall be restricted from effecting a conversion

if such conversion, along with other shares of the Company’s common stock beneficially owned by GW Holdings and its affiliates,

exceeds 4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99% upon 60 days prior written

notice by the GW Holdings to the Company .

notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 put premium.

total principal amount outstanding under the above October 1, 2019 GW Holdings financing agreement was $ 30,000 and accrued interest of

$ 1,776 as of June 30, 2020 following conversion of $ 101,000 of the principal balance and $ 5,082 of accrued interest during the year ended

June 30, 2020.

The total principal amount and accrued interest outstanding under the above October 1, 2019 GW Holdings financing agreement

was $ 0 as of June 30, 2021 following conversion of $ 30,000 of the principal balance and $ 3,877 of accrued interest during the year ended

June 30, 2021.

Accordingly, $ 67,333 and $ 20,000 of the put premium was reclassed to additional paid in capital during the year ended

June 30, 2020 and 2021, respectively, following conversion of the principal balance.

This note was fully converted into common stock

in fiscal 2021.

total principal amount outstanding under the above December 10, 2020 GW Holdings financing agreement, was $ 90,000 and accrued interest

of $ 4,636 as of June 30, 2021 following conversion of $ 41,000 of the principal balance and $ 1,084 of accrued interest during the year

ended June 30, 2021.

Accordingly, $ 27,333 of the put premium was reclassed to additional paid in capital in respect of the October 1,

2019 GW Holdings Note during the year ended June 30, 2021 following conversion of the principal balance.

Bridge Securities Purchase Agreements

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown

Bridge purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate

principal amount of $108,000, such principal and the interest thereon convertible into shares of the Company’s common stock

at the option of Crown Bridge any time from the of issuance of the of the October 3, 2019 Crown Bridge Note.

The transactions

contemplated by the Crown Bridge Securities Purchase Agreement closed on October 3, 2019.

Pursuant to the terms of the Crown Bridge

Securities Purchase Agreement, Crown Bridge deducted $3,000 from the principal payment due under the October 3, 2019 Crown Bridge

Note, at the time of closing, to be applied to its legal expenses, and there was a $5,000 original issuance discount resulting

in $100,000 net proceeds to the Company.

The Company intends to use the net proceeds from the October 3, 2019 Crown Bridge Note

for general working capital purposes.

maturity date of the October 3, 2019 Crown Bridge is October 3, 2020.

The October 3, 2019 Crown Bridge Note bears interest at

a rate of 10% per annum, which interest may be paid by the Company to Crown Bridge in shares of the Company’s common stock;

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown Bridge

purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate principal

amount of $ 108,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Crown Bridge any time from the of issuance of the of the October 3, 2019 Crown Bridge Note.

The transactions contemplated by the Crown

Bridge Securities Purchase Agreement closed on October 3, 2019.

Pursuant to the terms of the Crown Bridge Securities Purchase Agreement,

Crown Bridge deducted $ 3,000 from the principal payment due under the October 3, 2019 Crown Bridge Note, at the time of closing, to be

applied to its legal expenses, and there was a $ 5,000 original issuance discount resulting in $ 100,000 net proceeds to the Company.

Company intends to use the net proceeds from the October 3, 2019 Crown Bridge Note for general working capital purposes.

date of the October 3, 2019 Crown Bridge was October 3, 2020 and is currently past due.

The October 3, 2019 Crown Bridge Note bears interest

at a rate of 10 % per annum, which interest may be paid by the Company to Crown Bridge in shares of the Company’s common stock;

but shall not be payable until the October 2019 Crown Bridge Note becomes payable, whether at the maturity date or upon acceleration

1 unchanged sentence

Additionally,

Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note

at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an

event of default occurs, which is an amount between 110% and 150% of an amount equal to the then outstanding principal amount

of the October 3, 2019 Crown Bridge Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by Crown Bridge and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the Crown Bridge to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $72,000 put premium.

Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note at any

time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event of default

occurs, which is an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of the October 3, 2019 Crown

Bridge Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Crown Bridge and its

affiliates, exceeds 4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99 % upon 60 days

prior written notice by the Crown Bridge to the Company.

The note is treated as stock settled debt under ASC 480 and accordingly the

Company recorded a $ 72,000 put premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

October 3, 2019 Crown Bridge Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 15% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate

of 15 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Crown Bridge financing agreement, specifically the October 3, 2019 Crown Bridge

Note, was $65,280 and accrued interest of $7,232 as of as of June 30, 2020 following conversion of $42,720 of the principal balance

during the year ended June 30, 2020.

Accordingly, $28,480 of the put premium was released in respect of the October 3, 2019 Crown

Bridge Note during the year ended June 30, 2020 following conversion of the principal balance.

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 7,232 as of

as of June 30, 2020 following conversion of $ 42,720 of the principal balance during the year ended June 30, 2020.

Accordingly, $ 28,480

of the put premium was released in respect of the October 3, 2019 Crown Bridge Note during the year ended June 30, 2020 following conversion

of the principal balance.

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 16,138 as of

as of June 30, 2021.

were 15,000 unissued shares which were considered issuable for accounting purposes during the 1 st quarter of fiscal 2021 related

to a conversion notice dated and received on September 16, 2020.

In November 2020, the Company was notified by the note holder of the

cancellation of this conversion notice as a result of the reverse stock split and as such the Company reversed the effects of this transaction

thereby increasing the principal balance by $ 9,600 and put premium by $ 6,400 and a corresponding decrease in equity of $ 16,000 .

Alef Securities Purchase Agreements

January 13, 2020, the Company entered into a securities purchase agreement with Ader Alef, pursuant to which Ader Alef purchased

a convertible promissory note (the “January 13, 2020 Ader Alef Note”) from the Company in the aggregate principal

amount of $110,250, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Ader Alef any time after the six month anniversary of the January 13, 2020 Ader Alef Note.

The January 13, 2020 Ader

Alef Note contains an original discount of $5,250.

The transactions contemplated by the Ader Alef Securities Purchase Agreement

closed on January 13, 2020.

Pursuant to the terms of the Ader Alef Securities Purchase Agreement, Ader Alef deducted $5,000 from

the principal payment due under the January 13, 2020 Ader Alef Note at the time of closing, to be applied to its legal expenses

and the Company received net cash proceeds of $100,000 on January 15, 2020.

The Company intends to use the net proceeds from the

January 13, 2020 Ader Alef Note for general working capital purposes.

maturity date of the January 13, 2020 Ader Alef is January 13, 2021.

The January 13, 2020 Ader Alef Note bears interest at a rate

of 8% per annum, which interest may be paid by the Company to Ader Alef in shares of the Company’s common stock;

not be payable until the January 13, 2020 Ader Alef Note becomes payable, whether at the maturity date or upon acceleration or

by prepayment.

January 13, 2020, the Company entered into a securities purchase agreement with Ader Alef, pursuant to which Ader Alef purchased a convertible

promissory note (the “January 13, 2020 Ader Alef Note”) from the Company in the aggregate principal amount of $ 110,250 , such

principal and the interest thereon convertible into shares of the Company’s common stock at the option of Ader Alef any time after

the six-month anniversary of the January 13, 2020 Ader Alef Note.

The January 13, 2020 Ader Alef Note contained an original discount

The transactions contemplated by the Ader Alef Securities Purchase Agreement closed on January 13, 2020.

Pursuant to the terms

of the Ader Alef Securities Purchase Agreement, Ader Alef deducted $ 5,000 from the principal payment due under the January 13, 2020 Ader

Alef Note at the time of closing, to be applied to its legal expenses and the Company received net cash proceeds of $ 100,000 on January

The Company used the net proceeds from the January 13, 2020 Ader Alef Note for general working capital purposes.

date of the January 13, 2020 Ader Alef was January 13, 2021.

The January 13, 2020 Ader Alef Note bore interest at a rate of 8 % per annum,

which interest may be paid by the Company to Ader Alef in shares of the Company’s common stock;

but was not payable until the January

13, 2020 Ader Alef Note became payable, whether at the maturity date or upon acceleration or by prepayment.

Additionally,

Ader Alef has the option to convert all or any amount of the principal face amount of the January 13, 2020 Ader Alef Note at any

time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 120% and 150% of an amount equal to the then outstanding principal amount of the

January 13, 2020 Ader Alef Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

Ader Alef had the option to convert all or any amount of the principal face amount of the January 13, 2020 Ader Alef Note at any time

from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default

occurs, which was an amount between 120 % and 150 % of an amount equal to the then outstanding principal amount of the January 13, 2020

Ader Alef Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the January 13, 2020 Ader Alef Note during the first 6 months the January 13, 2020 Ader Alef Note was fixed at $2.50

and thereafter would be equal to a 35 % discount of the lowest closing bid price (“Lowest Trading Price”) of the Common Stock

for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of Conversion

was received.

Notwithstanding the foregoing, Ader Alef was restricted from effecting a conversion if such conversion, along with other

shares of the Company’s common stock beneficially owned by Ader Alef and its affiliates, exceeds 4.99 % of the outstanding shares

of the Company’s common stock which may be increased up to 9.99 % upon 60 days prior written notice by the Ader Alef to the Company.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 59,365 put premium.

January 13, 2020 Ader Alef Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate

of 24% per annum, or if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Ader Alef financing agreement was $ 110,250 and accrued interest of $ 4,073 as of June

The total principal amount outstanding and accrued interest under the above Ader Alef financing agreement was $ 0 as of as of

June 30, 2021 following conversion of $ 110,250 of the principal balance and $ 7,493 accrued interest during the year ended June 30, 2021.

Accordingly, $ 59,365 of the put premium was released in respect of the Ader Alef Note during the year ended June 30, 2021 following conversion

of the principal balance.

This note was fully converted into common stock in fiscal 2021.

BIOPHARMA, INC.

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conversion price for the January 13, 2020 Ader Alef Note during the first 6 months the January 13, 2020 Ader Alef Note is in effect

shall be fixed at $2.50 and thereafter shall be equal to a 35% discount of the lowest closing bid price (“Lowest Trading

Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Ader Alef shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Ader Alef and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased up to 9.99%

upon 60 days prior written notice by the Ader Alef to the Company.

The note is treated as stock settled debt under ASC 480 and

accordingly the Company recorded a $59,365 put premium.

January 13, 2020 Ader Alef Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Ader Alef financing agreement, specifically the January 13, 2020 Ader Alef

Note, was $110,250 and accrued interest of $4,073 as of June 30, 2020.

Capital Securities Purchase Agreements

February 19, 2020, the Company entered into a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”),

pursuant to which LG Capital purchased a convertible promissory note (the “February 19, 2020 LG Capital Note”) from

the Company in the aggregate principal amount of $75,000, such principal and the interest thereon convertible into shares of the

Company’s common stock at the option of LG Capital any time after the six month anniversary of the February 19, 2020 LG

Capital Note.

The February 19, 2020 LG Capital Note contains an original discount of $3,750.

The transactions contemplated by

the LG Capital Securities Purchase Agreement closed on March 4, 2020.

Pursuant to the terms of the LG Capital Securities Purchase

Agreement, LG Capital deducted $2,500 from the principal payment due under the February 19, 2020 LG Capital Note at the time of

closing, to be applied to its legal expenses and the Company received net cash proceeds of $71,250 on March 25, 2020.

intends to use the net proceeds from the February 19, 2020 LG Capital Note for general working capital purposes.

maturity date of the February 19, 2020 LG Capital Note is February 19, 2021.

The February 19, 2020 LG Capital Note bears interest

at a rate of 8% per annum, which interest may be paid by the Company to LG Capital in shares of the Company’s common stock;

but shall not be payable until the February 19, 2020 LG Capital Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid

interest due under the February 19, 2020 LG Capital Note, together with any other amounts that the Company may owe the holder

under the terms of the note, at a premium ranging from 112% to 135% as defined in the note agreement.

After this initial 180-day

period, the Company does not have a right to prepay the February 19, 2020 LG Capital Note.

conversion price for the February 19, 2020 LG Capital Note during the first 6 months the February 19, 2020 LG Capital Note is

in effect shall be fixed at $0.50 and thereafter shall be equal to a 35% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, LG Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by LG Capital and its affiliates, exceeds 9.99% of the outstanding shares of the Company’s common stock.

The note is treated

as stock settled debt under ASC 480 and accordingly the Company recorded a $40,385 put premium.

February 19, 2020 LG Capital Note contain certain events of default, upon which principal and accrued interest will become immediately

February 19, 2020, the Company entered into a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”),

pursuant to which LG Capital purchased a convertible promissory note (the “February 19, 2020 LG Capital Note”) from the Company

in the aggregate principal amount of $ 75,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of LG Capital any time after the six month anniversary of the February 19, 2020 LG Capital Note.

19, 2020 LG Capital Note contained an original discount of $ 3,750 .

The transactions contemplated by the LG Capital Securities Purchase

Agreement closed on March 4, 2020.

Pursuant to the terms of the LG Capital Securities Purchase Agreement, LG Capital deducted $ 2,500

from the principal payment due under the February 19, 2020 LG Capital Note at the time of closing, to be applied to its legal expenses

and the Company received net cash proceeds of $ 71,250 on March 25, 2020.

The Company used the net proceeds from the February 19, 2020

LG Capital Note for general working capital purposes.

The maturity date of the February 19, 2020 LG Capital Note was February 19, 2021 .

The February 19, 2020 LG Capital Note bore interest at a rate of 8 % per annum, which interest was paid by the Company to LG Capital in

shares of the Company’s common stock;

but was not payable until the February 19, 2020 LG Capital Note became payable, whether at

the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest

due under the February 19, 2020 LG Capital Note, together with any other amounts that the Company may owe the holder under the terms

of the note, at a premium ranging from 112 % to 135 % as defined in the note agreement.

After this initial 180-day period, the Company

did not have a right to prepay the February 19, 2020 LG Capital Note.

conversion price for the February 19, 2020 LG Capital Note during the first 6 months the February 19, 2020 LG Capital Note was fixed

at $500 and thereafter was equal to a 35% discount of the lowest closing bid price (“Lowest Trading Price”) of the Common

Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of

Conversion was received.

Notwithstanding the foregoing, LG Capital was restricted from effecting a conversion if such conversion, along

with other shares of the Company’s common stock beneficially owned by LG Capital and its affiliates, exceeds 9.99 % of the outstanding

shares of the Company’s common stock.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded

a $ 40,385 put premium.

February 19, 2020 LG Capital Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate

of 24 % per annum, or if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above LG Capital financing agreement, specifically the February 19, 2020 LG Capital

Note, was $75,000 and accrued interest of $2,164 as of June 30, 2020.

of debt discounts

Company recorded $728,904 and $243,850 of debt discounts (including warrants, derivatives, debt issue costs and original issue

discounts) related to the above note issuances during the years ended June 30, 2020 and 2019, respectively.

The Company recorded

$836,724 and $767,000 of put premiums related to the above note issuances during the years ended June 30, 2020 and 2019, respectively.

The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with

the liability released to additional paid in capital on conversion of the principal.

total principal amount outstanding under the above LG Capital financing agreement was $ 75,000 and accrued interest of $ 2,164 as of June

The total principal amount outstanding and accrued interest under the above LG Capital financing agreement was $ 0 as of June

30 2021 following conversion of $ 75,000 of the principal balance and $ 5,421 accrued interest during the year ended June 30, 2021.

$ 40,385 of the put premium was released in respect of the February 19, 2020 LG Capital Note during the year ended June 30, 2021 following

conversion of the principal balance.

This note was fully converted into common stock in fiscal 2021.

were 9,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to

a conversion notice dated and received on September 9, 2020.

In November 2020, the Company was notified by the note holder of the cancellation

of this conversion notice as a result of the reverse stock split and as such the Company reversed the effects of this transaction thereby

increasing the principal balance by $ 10,000 , accrued interest of $ 416 and put premium by $ 5,385 and a corresponding decrease in equity

of $ 15,801 .

Roth Remark Securities Purchase Agreements

2, 2020 Securities Purchase Agreement

December 2, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc.(“Geneva Roth”),

pursuant to which Geneva Roth purchased a convertible promissory note (the “December 2, 2020 Geneva Roth”) from the Company

in the aggregate principal amount of $ 78,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Geneva Roth any time after the six month anniversary of the December 2, 2020 Geneva Roth.

2, 2020 Geneva Roth contains an original discount of $ 3,000 .

The Company intends to use the net proceeds from the December 2, 2020 Geneva

Roth for general working capital purposes.

The maturity date of the December 2, 2020 Geneva Roth Note is December 2, 2021.

2, 2020 Geneva Roth Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares

of the Company’s common stock;

but shall not be payable until the December 2, 2020 Geneva Roth Note becomes payable, whether at

the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

5, 2021 Securities Purchase Agreement

January 5, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “January 5, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 68,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the January 5, 2021 Geneva Roth.

The January 5, 2021 Geneva Roth contains

an original issue discount of $ 3,500 .

The Company intends to use the net proceeds from the January 5, 2021 Geneva Roth for general working

capital purposes.

The maturity date of the January 5, 2021 Geneva Roth Note is January 5, 2022.

The January 5, 2021 Geneva Roth Note

bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common

but shall not be payable until the January 5, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

16, 2021 Securities Purchase Agreement

March 16, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “March 16, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 63,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the March 16, 2021 Geneva Roth.

The March 16, 2021 Geneva Roth contains an

original discount of $ 3,500 .

The Company intends to use the net proceeds from the March 16, 2021 Geneva Roth for general working capital

maturity date of the March 16, 2021 Geneva Roth Note is March 16, 2022.

The March 16, 2021 Geneva Roth Note bears interest at a rate

of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

but shall not

be payable until the March 16, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to Geneva Roth, together with any other amounts that the Company may owe the holder under the

terms of the note, at a premium ranging from 110 % to 129 % as defined in the note agreement.

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above Geneva Roth notes shall be equal to a 35 %

discount of the market price based on the average of the lowest three trading prices of the Common Stock for the ten trading days

immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, Geneva Roth shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Geneva Roth and its

affiliates, exceeds 9.99 %

of the outstanding shares of the Company’s common stock.

notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 113,077

put premium for the three notes.

above Geneva Roth notes contain certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 %

per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

certain events of default may trigger penalty and liquidated damage provisions.

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 132,000 and accrued interest of $ 3,477 as

of June 30, 2021 following conversion of $ 78,000 of the principal balance and $ 3,120 accrued interest during the year ended June 30,

Accordingly, $ 42,000 of the put premium was released in respect of the Geneva Roth financing agreements during the year ended June

30, 2021 following conversion of the principal balance.

of debt discounts

Company recorded $ 211,000 and $ 728,904 of debt discounts related to the above note issuances during the years ended June 30, 2021 and

2020, respectively.

The Company recorded $ 498,160 and $ 836,724 of put premiums related to the above note issuances during the years ended

June 30, 2021 and 2020, respectively.

The debt discounts are being amortized over the term of the debt and the put premiums are expensed

on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

of all debt discounts for the years ended June 30, 2021 and 2020 was $ 136,527 and $ 734,130 , respectively.

Company reclassified $874,924 and $1,824,317 in put premiums to additional paid in capital following conversions during the years

ended June 30, 2020 and 2019, respectively.

Through June 30, 2010, the Company operated exclusively in Australia.

The Company was wholly subject to Australian

income tax laws and regulations, which are administered by the Australian Taxation Office for the years ended June 30, 2010 and

all prior years.

Company reclassified $ 590,504 and $ 874,924 in put premiums to additional paid in capital following conversions during the year ended

June 30, 2021 and 2020, respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

7 – INCOME TAXES

Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets and liabilities for future tax consequences or for

events that were previously recognized in the Company’s financial statements or tax returns.

The measurement of deferred tax assets

and liabilities is based on enacted tax law provisions.

The effects of future changes in tax laws or rates are not anticipated.

June 30, 2010, the Company operated exclusively in Australia.

The Company was wholly subject to Australian income tax laws and regulations,

which are administered by the Australian Taxation Office for the years ended June 30, 2010 and all prior years.

November 23, 2010, the Company was incorporated in the state of Delaware.

1 unchanged sentence

shares of Propanc PTY LTD on a one-for-one basis with Propanc PTY LTD becoming a wholly owned subsidiary of the Company.

result of these transactions, the Company is subject to the income tax laws of both the United States and Australia for the years

ended June 30, 2013 through June 30, 2020.

of these transactions, the Company is subject to the income tax laws of both the United States and Australia for the years ended June

30, 2013 through June 30, 2021.

reconciliation of income tax expense computed at the U.S.

federal statutory rate of 21% to the income tax provision

for the years ended June 30, 2020 and 2019 is as follows:

June 30, 2020

June 30, 2019

Taxes under statutory US tax rates

$ (1,209,258 )

Increase (decrease) in valuation allowance

Prior period adjustment

Foreign tax rate differential

Income tax (expense) benefit

March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

federal statutory rate of 21 % to the income tax provision for the years ended

June 30, 2021 and 2020 is as follows:

SCHEDULE OF INCOME TAX PROVISION

before Income taxes

under statutory US tax rates

(decrease) in valuation allowance

period adjustment

tax rate differential

tax rate change

tax (expense) benefit

The Company reflects a tax benefit on its consolidated

statement of operations and comprehensive income (loss) in 2021 and 2020 of $ 113,415 and $ 134,728 , respectively.

These amounts are research

and development tax credits and are not considered income tax.

On March 27, 2020, the Coronavirus Aid, Relief, and

Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

taxable years to generate a refund of previously paid income taxes.

The Company is currently evaluating the impact of the CARES

Act, but due to sustained losses, the NOL carryback provision of the CARES Act would not yield a benefit to us.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

The Company is currently evaluating the impact of the CARES Act,

but due to sustained losses, the NOL carryback provision of the CARES Act would not yield a benefit to us.

income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

reporting purposes and amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets

and liabilities consist of the following:

June 30, 2020

June 30, 2019

Significant components of the Company’s deferred tax assets and liabilities

consist of the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

Derivative Liability

Investor Services

(Intellectual Property and Patent Cost)

Operating Loss CF

Exchange Loss (OCI)

of derivative liability

Based Compensation

Deferred tax assets

Warrant Derivative Liability

Accrued Expenses

Prepaid Investor Services

Non-cash interest

Intangibles (Intellectual Property and Patent Cost)

Deferred Rent

Formation Expense

Net Operating Loss carry forward

Foreign Exchange Loss (OCI)

Revalue of derivative liability

Stock Based Compensation

Total Deferred tax assets

tax liabilities

on extinguishment of debt

Raising Costs

deferred tax liabilities

Gain on extinguishment of debt

Capital Raising Costs

Total deferred tax liabilities

Net deferred tax assets

Valuation allowance

Net deferred taxes

deferred tax assets (liabilities)

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

June 30, 2021, the Company had U.S.

net operating loss carry forwards of approximately $8,977,683 that may be offset against future

net operating loss carry forwards of approximately $ 9,588,164

that may be offset against future

taxable income, subject to limitation under IRC Section 382.

At June 30, 2020, the Company had Australian net operating loss carry

forwards of approximately $20,194,901 million which can be carried forward without expiration.

No tax benefit has been reported

in the June 30, 2020 and 2019 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit,

based on a more likely than not criteria and in consideration of available positive and negative evidence.

has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the

entire amount of such benefits.

Company follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s

Of the approximately $ 9.6 million of net operating loss carryforwards,

$ 7.2 million will begin to expire in 2024 and the remaining $ 2.4 million will not expire.

The Australian tax rate changed from 27.5 %

in 2020 to 26 % in 2021.

At June 30, 2021, the Company had Australia net operating loss carry forwards of approximately $ 25,128,485

million which can be carried forward

without expiration.

tax benefit has been reported in

the June 30, 2021 and 2020 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based

on a more likely than not criteria and in consideration of available positive and negative evidence.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

tax return, which resulted in no unrecognized tax benefits as of June 30, 2021 and 2020, respectively.

has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire

amount of such benefits.

Company follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s

financial statements.

Recognition involves a determination whether it is more likely than not that a tax position will be sustained

upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge

of all relevant information.

The Company applied the “more-likely-than-not”

threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as

of June 30, 2020 and 2019, respectively.

The Company’s

policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated

statement of operations.

Recognition involves a determination whether it is more likely than not that a tax position will be sustained upon

examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of

all relevant information.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

tax return, which resulted in no unrecognized tax benefits as of June 30, 2021 and 2020, respectively.

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the

consolidated statement of operations.

As of June 30, 2021, the Company had no unrecognized tax benefits.

There were no changes in the Company’s

unrecognized tax benefits during the years ended June 30, 2020 and 2019.

The Company did not recognize any interest or penalties

during fiscal 2020 or 2019 related to unrecognized tax benefits.

There were no changes in the

Company’s unrecognized tax benefits during the years ended June 30, 2021 and 2020.

The Company did not recognize any interest or

penalties during fiscal 2021 or 2020 related to unrecognized tax benefits.

income tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities.

STOCKHOLDERS’

8 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

June 24, 2019, the Company effected a one-for-five hundred (1:500) reverse stock split whereby the Company (i) decreased the number

of authorized shares of common stock, $0.001 par value per share, to 100,000,000 and (ii) decreased by a ratio of one-for-five

hundred (1:500) the number of retroactively issued and outstanding shares of common stock.

Proportional adjustments for the reverse

stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements

to reflect the reverse stock split.

February 4, 2020 the Directors resolved to increase the Common Stock of the Company from 100,000,000 authorized shares to 1,000,000,000

authorized shares and believes that such number of authorized shares of Common Stock will be in the best interests of the Corporation

and its stockholders because the Board believes that the availability of more shares of Common Stock for issuance will allow the

Corporation greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of

favorable opportunities and responding to a changing corporate environment.

The Company filed the necessary documents with the

Securities and Exchange Commission on February 6, 2020 and with the amendment to the authorized shares being approved by

the State of Delaware on March 13, 2020.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

and its stockholders because the Board believes that the availability of more shares of Common Stock for issuance will allow the Corporation

greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of favorable opportunities

and responding to a changing corporate environment.

The Company filed the necessary documents with the U.S.

Securities and Exchange Commission

on February 6, 2020 and with the amendment to the authorized shares being approved by the State of Delaware on March 13, 2020.

November 17, 2020, the Company effected a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and outstanding

shares of common stock (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split were made to the

Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been retroactively

adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.

preferred shares have no rights to dividends, profit sharing or liquidation preferences.

the total preferred shares authorized, 500,000 have been designated as Series A Preferred Stock (“Series A Preferred Stock”),

These preferred

shares have no rights to dividends, profit sharing or liquidation preferences.

the total preferred shares authorized, 500,000 have been designated as Series A Preferred Stock (“Series A Preferred Stock”),

pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 9, 2014.

Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the outstanding

shares of Series A Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to

vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal

of directors, and each share of Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock.

Horizon Pty Ltd.

is a Nathanielsz Family Trust.

James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and

a director of our Company, has voting and investment power over these shares.

500,000 shares of Series A Preferred Stock are issued

and outstanding as of June 30, 2020 and 2019.

the total preferred shares authorized, pursuant to the Certificate of Designation filed with the Secretary of State of the State

of Delaware on June 16, 2015, up to five shares have been designated as Series B Preferred Stock (“Series B Preferred Stock”).

Each holder of outstanding shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal

to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled

to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted

to a vote of the stockholders of the Company.

One share of Series B Preferred Stock is issued and outstanding as of June 30, 2020

Nathanielsz directly beneficially owns such one share of Series B Preferred Stock.

shares of Series A Preferred Stock or Series B Preferred Stock were issued in fiscal years 2020 or 2019.

Issued for Cash

5, 2018 Equity Purchase Agreement

October 5, 2018 (the “L2 Closing Date”), the Company entered into an Equity Purchase Agreement (the “L2 Purchase

Agreement”) with L2 Capital, LLC (“L2 Capital”) pursuant to which L2 Capital committed to purchase up to $10,000,000

(the “Maximum Amount”) of the Company’s common stock (the “L2 Financing”).

On the L2 Closing Date,

the Company issued 7,701 shares of its common stock to L2 Capital as a commitment fee (the “Commitment Shares”), at

a fair market value of $41.30 or $318,059, which was recorded as deferred offing costs and were amortized as a percentage of the

Maximum Amount on a pro-rata conversion amount.

Additionally, the proceeds received from the first put notice were net of $15,000

in legal fees and were recorded as deferred offering costs.

Total amortization expense for the fiscal year ended June 30, 2019

was $333,059.

The Commitment Shares are subject to a lock-up/leak-out limitation as described below.

In connection with the L2

Financing, on the L2 Closing Date, the Company and L2 Capital also entered into a Registration Rights Agreement (the “L2

Registration Rights Agreement”, and together with the Purchase Agreement, the “L2 Transaction Documents”).

Company received net proceeds from the sale of the Put Shares directly to the Investor pursuant to the Purchase Agreement, however,

the Company did not receive any proceeds from the resale of the Put Shares by L2 Capital thereafter.

filing and effectiveness of the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on

October 30, 2018, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the

Company had the right, but not the obligation, to direct the Investor to purchase shares of the Company’s common stock (the

“L2 Put Shares”) in a maximum amount of $1,000,000, provided that the number of L2 Put Shares did not exceed 250%

of the Average Daily Trading Volume (as defined in the L2 Purchase Agreement).

At any time and from time to time during the 3-year

term of the L2 Purchase Agreement (the “Commitment Period”), the Company had the right to deliver a notice L2 Capital

(the “L2 Put Notice”) and was obligated to deliver the Put Shares to Investor via DWAC (as defined in the L2 Purchase

Agreement) within two trading days.

The purchase price (the “L2 Purchase Price”) for the Put Shares was 87.5% of the

one lowest daily volume weighted average price on the Principal Market (as defined in the L2 Purchase Agreement) (as reported

by Bloomberg Finance L.P.) during the five trading days immediately following the date L2 Capital receives the L2 Put Shares via

DWAC associated with the applicable Put Notice (the “L2 Valuation Period”).

The closing of a Put Notice occurred within

one trading day following the end of the respective L2 Valuation Period, whereby (i) L2 Capital was obligated to deliver the L2

Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) L2 Capital was obligated

to return surplus L2 Put Shares if the value of the L2 Put Shares delivered to L2 Capital caused the Company to exceed the maximum

commitment amount.

The Company could not deliver another L2 Put Notice to L2 Capital within ten trading days of a prior Put Notice.

The “L2 Investment Amount”

means the aggregate L2 Purchase Price for the L2 Put Shares purchased by L2 Capital, minus

clearing costs due to L2 Capital’s broker or to the Company’s transfer agent for the issuance of the L2 Put Shares

(the “L2 Clearing Costs”).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

right of the Company to issue and sell the L2 Put Shares to L2 Capital was subject to the satisfaction of certain closing conditions,

including, but not limited to, (i) the Company’s Registration Statement on Form S-1 registering for resale by the Investor

of the L2 Put Shares and Commitment Shares continuing to be effective as was declared by the U.S.

Securities and Exchange Commission

(the “SEC”) on October 30, 2018, (ii) accuracy of the Company’s representations and warranties, (iii) the Company’s

performance under the L2 Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Company’s

common stock, (v) limitation of L2 Capital’s beneficial ownership to no more than 9.99%, (vi) the Company maintaining its

DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the L2 Put

Shares must exceed $.0.05.

to the terms of the L2 Registration Rights Agreement, the Company filed the L2 Registration Statement on October 17, 2018 and

the Registration Statement was declared effective by the SEC on October 30, 2018.

Capital agreed, for a period of 180 days from the L2 Closing Date, not to sell, on any given day, a number of Commitment Shares

that exceeds the greater of (i) 5% of the average daily trading volume of the Company’s shares of common stock for the period

ended one trading day prior to the date of such sale, as reported on the Principal Market;

and (ii) such number of Commitment

Shares that equals (x) $5,000, divided by, (y) the closing price of the Company’s shares of common stock one trading day

prior to the date of such sale, as reported on the Principal Market.

as of the L2 Closing Date, the Company reserved 924,143 shares of its common stock from its authorized and unissued shares of

common stock to provide for all issuances of shares of common stock under the L2 Transaction Documents (in the event that the

Company issued and sold the L2 Put Shares up to the Maximum Amount) and was required to reserve and keep available out of its

authorized and unissued shares of common stock a number of shares of common stock at least three times the number of shares of

common stock obtained by dividing the remaining balance on the maximum commitment amount by the L2 Purchase Price.

While the Company

had the obligation to maintain such reserve while the Purchase Agreement was effective, the Company did not have the obligation

to sell any L2 Put Shares to L2 Capital.

L2 Capital agreed, and agreed to cause any affiliate of L2 Capital acting on its behalf

or pursuant to any understanding with it, not to execute any short sales during the period from the date hereof to the end of

the Commitment Period.

of about February 7, 2019, the Company reached the maximum number of shares that it could put under the L2 Purchase Agreement,

and therefore, the Company would have had to file with the SEC a new registration statement registering additional shares under

the L2 Purchase Agreement if the Company had determined to continue to utilize the L2 Purchase Agreement.

the fiscal year ended June 30, 2019, the Company issued 113,200 shares of its common stock at an average price per share of $8.50,

ranging from $6.50 to $20.00, as a result of delivering 14 L2 Put Notices to L2 Capital.

As of June 30, 2019, the Company received

gross aggregate proceeds of $964,009 from such put notices.

Effective as of February 25, 2019, the Company terminated the L2 Purchase

25, 2019 Equity Purchase Agreement

February 25, 2019 (the “Closing Date”), the Company entered into an Equity Purchase Agreement (the “Purchase

Agreement”) with a certain institutional investor (the “Investor”) pursuant to which the Investor committed

to purchase up to $10,000,000 (the “Maximum Amount”) of the Company’s common stock (the “Financing”).

In connection with the Financing, on the Closing Date, the Company and the Investor also entered into a Registration Rights Agreement

(the “Registration Rights Agreement”, and together with the Purchase Agreement, the “Transaction Documents”).

The Company will receive net proceeds from the sale of the Put Shares directly to the Investor pursuant to the Purchase Agreement,

however, the Company will not receive any proceeds from the resale of the Put Shares by the Investor thereafter.

filing and effectiveness of the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on

March 7, 2019, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company

has the right, but not the obligation, to direct the Investor to purchase shares of the Company’s common stock (the “Put

Shares”) in a maximum amount of $1,000,000, provided that the number of Put Shares did not exceed 250% of the Average Daily

Trading Volume (as defined in the Purchase Agreement).

At any time and from time to time during the 3-year term of the Purchase

Agreement (the “Commitment Period”), the Company has the right to deliver a notice to the Investor (the “Put

Notice”) and is obligated to deliver the Put Shares to Investor via DWAC (as defined in the Purchase Agreement) within two

trading days.

The purchase price (the “Purchase Price”) for the Put Shares was 87.5% of the one lowest daily volume

weighted average price on the Principal Market (as defined in the Purchase Agreement) (as reported by Bloomberg Finance L.P.)

during the five trading days immediately following the date the Investor receives the Put Shares via DWAC associated with the

applicable Put Notice (the “Valuation Period”).

The closing of a Put Notice occurs within one trading day following

the end of the respective Valuation Period, whereby (i) the Investor is obligated to deliver the Investment Amount (as defined

below) to the Company by wire transfer of immediately available funds and (ii) the Investor is obligated to return surplus Put

Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount.

Company cannot deliver another Put Notice to the Investor within ten trading days of a prior Put Notice.

The “Investment

Amount”

means the aggregate Purchase Price for the Put Shares purchased by the Investor, minus clearing costs due to the

Investor’s broker or to the Company’s transfer agent for the issuance of the Put Shares (the “Clearing Costs”).

James Nathanielsz,

the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the outstanding shares of Series A

Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to vote on all matters submitted

or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of

Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock.

North Horizon Pty Ltd.

is a Nathanielsz Family

James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and a director of our Company, has voting and investment

power over these shares.

500,000 shares of Series A Preferred Stock are issued and outstanding as of June 30, 2021 and 2020.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions,

including, but not limited to, (i) the Company’s Registration Statement on Form S-1 registering for resale by the Investor

of the Put Shares continuing to be effective as was declared by the SEC on March 7, 2019, (ii) accuracy of the Company’s

representations and warranties, (iii) the Company’s performance under the Purchase Agreement in all material respects, (iv)

no suspension of trading or delisting of the Company’s common stock, (v) limitation of the Investor’s beneficial ownership

to no more than 9.99%, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company maintaining a sufficient share

reserve, and (viii) the minimum pricing for the Put Shares must exceed $0.05.

to the terms of the Registration Rights Agreement, the Company filed the Registration Statement on February 25, 2019 and the Registration

Statement was declared effective by the SEC on March 7, 2019.

as of the Closing Date, the Company reserved 1,333,333 shares of its common stock from its authorized and unissued shares of common

stock to provide for all issuances of shares of common stock under the Transaction Documents (in the event that the Company issued

and sold the Put Shares up to the Maximum Amount) and was required to reserve and keep available out of its authorized and unissued

shares of common stock a number of shares of common stock at least three times the number of shares of common stock obtained by

dividing the remaining balance on the maximum commitment amount by the Purchase Price.

the Company has the obligation to maintain such reserve while the Purchase Agreement was effective, the Company does not have

the obligation to sell any Put Shares to the Investor.

The Investor agreed, and agreed to cause any affiliate of the Investor

acting on its behalf or pursuant to any understanding with it, not to execute any short sales during the period from the date

hereof to the end of the Commitment Period.

the year ended June 30, 2019, the Company issued 34,000 shares of its common stock at an average price per share of $4.01, ranging

from $3.06 to $4.90, as a result of delivering five Put Notices to the Investor.

As of June 30, 2019, the Company received gross

aggregate proceeds of $136,371 from such put notices.

the total preferred shares authorized, pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware

on June 16, 2015, up to five shares have been designated as Series B Preferred Stock (“Series B Preferred Stock”).

of outstanding shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number

of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of

stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of

One share of Series B Preferred Stock is issued and outstanding as of June 30, 2021 and 2020.

Nathanielsz directly beneficially

owns such one share of Series B Preferred Stock.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2021 and 2020.

Issued for Cash

3, 2020 Security Purchase Agreement

On April 3, 2020, the Company closed on a

transaction related to a Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into on March

30, 2020, whereby an investor (the “Investor”) purchased from the Company, 7,500,000 units (the “Units”),

each consisting of (i) 1.5 shares of the Company’s common stock (the “Common Stock”), or pre-funded warrants

(the “Prefunded Warrants”) upon Investor’s election due to the 4.99% blocker provision as discussed below and

(ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”), along with such purchaser’s

pro-rata portion of the Series B Warrants and Series C Warrants (“the Units”).

In aggregate the Investor was issued

63,750,000 warrants to purchase one share of Common Stock (the “Series B Warrants”) and an additional 63,750,000 warrants

to purchase one share of Common Stock, subject to a vesting schedule based on the Investors exercise of the Series B Warrants

(the “Series C Warrants”

and, together with the Prefunded Warrants, the Series A Warrants, and the Series B Warrants

referred to herein as, the “Warrants”).

See discussion of warrant terms under “Warrants”

aggregate purchase price for the Units, the Series A Warrants with exercise price of $0.20 per share, the Series B Warrants with

exercise price of $0.04 per share and the Series C Warrants with exercise price of $0.20 per share, of $450,000 was paid at closing

(the “Purchase Price”) or $0.06 per unit purchase price (see Warrants below).

The Company received net proceeds of

$424,990, net of offering cost of $25,010.

Securities Purchase Agreement contains a blocker provision whereby the Investor or any of its affiliates would not beneficially

own in excess of 4.99% of the outstanding number of shares of Common Stock (“Beneficial Ownership Limitation”).

such, the Investor may elect to purchase Prefunded Warrants equal to the same number of shares of Common Stock that the Company

would have been issued.

to the Beneficial Ownership Limitation, the 11,250,000 shares of Common Stock underlying the Units issuable at closing of the

Securities Purchase Agreement are comprised of 804,518 shares of restricted Common Stock and 10,445,482 Prefunded Warrants with

exercise price of $0.0001 (but can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall

expire when exercised in full.

Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this

April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement (the “Securities Purchase Agreement”)

entered into on March 30, 2020, whereby an investor (the “Investor”) purchased from the Company, 7,500 units (the “Units”),

each consisting of (i) 1.5 shares of the Company’s common stock (the “Common Stock”), or pre-funded warrants (the “Prefunded

Warrants”) upon Investor’s election due to the 4.99% blocker provision as discussed below and (ii) 1.5 warrants to purchase

one share of Common Stock (“Series A Warrants”, and collectively with the Common Stock the “Units”).

to the Units, the Investor was issued 63,750 warrants to purchase one share of Common Stock (the “Series B Warrants”) and

an additional 63,750 warrants to purchase one share of Common Stock, subject to a vesting schedule (the “Series C Warrants”

and, together with the Prefunded Warrants, the Series A Warrants, and the Series B Warrants, the “Warrants”).

aggregate purchase price for the Units, the Series A Warrants with exercise price of $ 200 per share, the Series B Warrants with exercise

price of $ 40 per share and the Series C Warrants with exercise price of $ 200 per share, of $ 450,000 was paid at closing (the “Purchase

Price”) or $60 per unit purchase price (see Warrants below).

The Company received net proceeds of $ 424,990 , net of offering cost

of $ 25,010 .

Securities Purchase Agreement contains a blocker provision whereby the Investor or any of its affiliates would not beneficially own in

excess of 4.99 % of the outstanding number of shares of Common Stock (“Beneficial Ownership Limitation”).

As such, the Investor

may elect to purchase Prefunded Warrants equal to the same number of shares of Common Stock that the Company would have been issued.

to the Beneficial Ownership Limitation, the 11,250 shares of Common Stock underlying the Units issuable at closing of the Securities

Purchase Agreement are comprised of 804 shares of restricted Common Stock and 10,446 Prefunded Warrants with exercise price of $ 1 (but

can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full.

Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this nature.

issued for conversion of convertible debt

the year ended June 30, 2019, the Company issued 704,258 shares of its common stock at an average contractual conversion price

of $4.76, ranging from approximately $0.61 to $14.97, as a result of the conversion of principal and interest in the aggregate

amount of $3,350,783 underlying certain outstanding convertible notes converted during such period.

The total recorded to equity

was $3,350,783.

the year ended June 30, 2020, the Company issued 247,619 shares of its common stock at an average contractual conversion price of $ 7 ,

ranging from $ 2 to $ 910 , as a result of the conversion of principal and interest in the aggregate amount of $ 1,814,336 underlying certain

outstanding principal amount and accrued interest of convertible notes converted during such period, including $ 15,000 of conversion

The total recorded to equity was $ 2,125,174 .

Notes with principal amounts totaling $ 254,500 and accrued interest of $ 15,408 contained

bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $ 565,746 resulting in

a loss on extinguishment at the time of conversion of $ 295,838 and $ 362,961 of derivative fair value was recorded as a gain on extinguishment

at the time of conversion.

The Company reclassified $ 874,924 in put premiums to additional paid in capital following conversions during

the year ended June 30, 2020.

the year ended June 30, 2021, the Company issued an aggregate of 8,786,113 shares of its common stock at an average contractual conversion

price of $ 0.13 , ranging from $ 0.03 to $ 2.00 , as a result of the conversion of principal of $ 1,018,867 , interest of $ 103,321 and conversion

fees $ 16,500 underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 1,239,075

prior to the reversal of unissued shares.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

During the year ended June 30, 2020, the Company

issued 247,619,247 shares of its common stock at an average contractual conversion price of $0.007, ranging from $0.002 to $0.91,

as a result of the conversion of principal and interest in the aggregate amount of $1,814,336 underlying certain outstanding principal

amount and accrued interest of convertible notes converted during such period, including $15,000 of conversion fees.

recorded to equity was $2,125,174.

Notes with principal amounts totaling $254,500 and accrued interest of $15,408 contained

bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $565,746 resulting

in a loss on extinguishment at the time of conversion of $295,838 and $362,961 of derivative fair value was recorded as a gain

on extinguishment at the time of conversion.

The Company reclassified $874,924 in put premiums to additional paid in capital following

conversions during the year ended June 30, 2020.

Company has 739,138,743 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant

to underlying financing agreements at June 30, 2020.

were 24,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to

conversion notices dated and received in September 2020.

In November 2020, the Company was notified by the note holder of the cancellation

of these conversion notices and as such the Company reversed the effects of these transactions thereby increasing the principal balance

by $ 19,600 , accrued interest of $ 416 and put premium by $ 11,785 and a corresponding decrease in equity of $ 31,801 .

notes totaling principal amount of $ 95,000

and accrued interest of $ 3,000

contained bifurcated embedded conversion

option derivatives.

Accordingly, the fair market value of the shares issued was $ 178,368

resulting in a loss on extinguishment

at the time of conversion of $ 80,368

and $ 130,975

of derivative fair value was recorded

as a gain on extinguishment at the time of conversion.

The Company reclassified $ 590,504

to additional paid in capital following conversions of notes accounted for as stock settled debt during the year ended June 30,

Company has 197,308,116 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2021.

issued for services

December 6, 2018, the Company entered into an agreement with a certain consultant to provide services over a six-month period

beginning November 1, 2018 and ending May 1, 2019 in exchange for 4,000 shares of the Company’s common stock.

27, 2018, the Company issued the 4,000 shares of the Company’s common stock valued at $10.00 per share to such consultant,

or $39,000, which will be amortized over the term of the agreement.

The Company recorded $39,000 of consulting expense with respect

to such shares of its common stock during the year ended June 30, 2019.

November 20, 2018, the Company’s Board of Directors authorized the issuance of 2,000 shares of the Company’s common

stock in connection with certain legal services provided to the Company.

On November 28, 2018, the Company issued such 2,000 shares

of its common stock valued at $15.00, or $30,000.

March 2019 and effective as of December 21, 2018, the Company entered into a certain consulting services agreement with a certain

consultant to provide services over a twelve-month period beginning December 21, 2018 in exchange for issuance of two tranches

of 10,000 shares (subject to certain true-up provisions), for services to be rendered between December 21, 2018 and March 20,

2019, and 6,000 shares (subject to certain true-up provisions), for services to be rendered between March 21, 2019 and December

20, 2019 of the Company’s common stock.

On May 8, 2019, the Company terminated the agreement with the consent of the consultant.

The consultant agreed that the issuance of the first tranche of 10,000 shares (including the true-up provision) together with

cash payments already made by the Company to the consultant fully satisfied the obligations (past and future) that the Company

has under the consulting agreement including any claims under the true-up provisions of the agreement.

In March 2019, the Company

issued the first tranche of 10,000 shares of its common stock valued at $10.00 per share based on the quoted trading price to

the consultant, or $100,000.

The Company recorded $100,000 of consulting expense with respect to such shares of its common stock

during the fiscal year ended June 30, 2019.

July 19, 2019, the Company entered into an agreement with a certain consultant to provide services over a two-month period beginning

July 1, 2019 and ending September 1, 2019 in exchange for 20,000 shares of the Company’s common stock.

On July 19, 2019,

the Company issued the 20,000 shares of the Company’s common stock valued at $1.99 per share;

being the closing price of

the stock on the date of the agreement, to such consultant, or $39,800, which will be amortized over the term of the agreement.

July 1, 2019 and ending September 1, 2019 in exchange for 20 shares of the Company’s common stock.

On July 19, 2019, the Company

issued the 20 shares of the Company’s common stock valued at $ 1,990 per share;

being the closing price of the stock on the date

of the agreement, to such consultant, or $ 39,800 , which will be amortized over the term of the agreement.

The Company recorded $ 39,800

of consulting expense with respect to such shares of its common stock during the year ended June 30, 2020.

February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,709 shares of the Company’s common stock to a consultant

for services rendered pursuant to an engagement agreement dated on September 10, 2019 which agreement was later amended in February 2020.

Between February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,709 shares of the Company’s common stock valued

at an average price of $ 8 per share;

being the closing price of the stock on the date of the agreement, to such consultant, or $ 73,842 .

The Company recorded $ 73,842 of consulting expense with respect to such shares of its common stock during the year ended June 30, 2020.

February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,708,574 shares of the Company’s common stock to

a consultant for services rendered pursuant to an engagement agreement dated on September 10, 2019 which agreement was later amended

in February 2020.

Between February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,708,574 shares of the Company’s

common stock valued at an average price of $0.008 per share;

being the closing price of the stock on the date of the agreement,

to such consultant, or $73,842.

The Company recorded $73,842 of consulting expense with respect to such shares of its common stock

during the year ended June 30, 2020.

to employment agreements dated in May 2019 (see Note 9), the Company granted an aggregate of 78,000 and 39,000 restricted stock

unit to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively.

The total 117,000 restricted stock

units are subject to vesting terms as defined in the employment agreements.

The 117,000 restricted stock units were valued at

the fair value of $4.25 per unit or $497,240 based on the quoted trading price on the date of grant.

During the year ended June

30, 2020 and 2019, the Company recognized stock-based compensation of $217,543 and $31,077, respectively, related to vested restricted

There were $248,620 unrecognized restricted stock units expense as of June 30, 2020 which may be recognized upon

achievement of certain performance conditions.

March 22, 2021, the Company issued an aggregate of 225,037 shares of the Company’s common stock to a consultant for services rendered

from January 1, 2021 to March 22, 2021.

The Company issued 225,037 shares of the Company’s common stock valued at $ 0.30 per share,

being the closing price of the stock on the date of grant to such consultant, or $ 67,511 .

The Company recorded $ 67,511 of consulting

expense with respect to such shares of its common stock during the year ended June 30, 2021.

March 2021 and June 2021, the Company issued an aggregate of 580,609 shares of the Company’s common stock to a consultant for services

rendered from April 1, 2021 to June 30, 2021.

The Company issued 580,609 shares of the Company’s common stock valued at $ 0.10 per

share, being the closing price of the stock on the date of grant to such consultant, or $ 58,061 .

The Company recorded $ 58,061 of consulting

expense with respect to such shares of its common stock during the year ended June 30, 2021.

issued for exercise of warrants

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044

from the exercise of 10,445

prefunded warrants and 19,375

Series B Warrants resulting in

the issuance of 29,820

shares of common stock.

Additionally,

during 2021 the Company issued 4,199,979

shares of common stock from the

alternate cashless exercise of 20 Series A and 1 Series C warrants.

The Company recognized the value of the effect of a down round

feature in such warrants when triggered.

Upon the occurrence of the triggering event that resulted in a reduction of the strike price,

the Company measured the value of the effect of the feature as the difference between the fair value of the warrants without the down

round feature or before the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced

strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 391,749

and a corresponding reduction

of income available to common stockholders upon the alternate

cashless exercise of these warrants.

to employment agreements dated in May 2019, the Company granted an aggregate of 78

restricted stock unit to the Company’s

Chief Executive Officer and Chief Scientific Officer, respectively.

The total 117

restricted stock units are subject

to vesting terms as defined in the employment agreements.

The 117 restricted stock units were valued at the fair value of $ 4,250

per unit or $ 497,240

based on the quoted trading price

on the date of grant.

During the year ended June 30, 2021 and 2020, the Company recognized stock-based compensation of $ 0

and $ 217,543 ,

respectively, related to vested restricted stock units.

There were $ 248,620

unrecognized restricted stock units

expense as of June 30, 2021.

unvested restricted stock units

which are subject to various performance conditions which have not yet been met and such restricted stock

units have not yet vested as of June 30, 2021 and 2020 to which the $ 248,620 relates.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

May 14, 2019, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the

“2019 Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019

Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified

stock options, restricted stock awards and restricted stock units.

to employment agreements dated in May 2019 (see Note 10), the Company granted options to purchase 39,000 and 19,500 shares of

the Company’s common stock to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively.

total 58,500 options have a term of 10 years from the date of grant and exercise price ranging from $4.25 to $4.675 per share.

1/3 rd of these options shall vest every successive one-year anniversary, provided, that on each such vesting date,

the Chief Executive Officer and Chief Scientific Officer are employed by the Company and subject to the other provisions of the

employment agreement.

The 58,500 stock options were valued using a Black-Scholes model with the following assumptions:

at valuation date of $4.25 based on quoted trading price on date of grant, exercise price of $4.65, dividend yield of zero, years

to maturity of 10.00, a risk free rate of 2.42%, and expected volatility 268% for a total value of $248,620.

the year ended June 30, 2020 and 2019, the Company recognized stock-based compensation of $82,873 and $10,360 related to vested

stock options.

There was $155,387 of unvested stock options expense as of June 30, 2020 that will be recognized through May 2022

or 1.85 years.

summary of the Company’s option activity during the years ended June 30, 2020 and 2019 is presented below:

Average Exercise

summary of the Company’s option activity during the years ended June 30, 2021 and 2020 is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

Weighted Average

Price Per Share

7 unchanged sentences

Aggregate intrinsic value

Options Outstanding

Options Exercisable

Exercise Price

Outstanding at

June 30, 2020

August 29, 2018, the Company received payment of $39 AUD for the exercise of a warrant for 24 shares of the Company’s common

stock and issued such shares as a result of the exercise.

December 2, 2018, a total of 208 warrants expired.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

warrants were issued during the year ended June 30, 2019.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450,000 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject

to the limitations and conditions set forth in such First Warrant at an “Exercise Price”

In connection with

the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300,000 shares of the Company’s

common stock (the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions

set forth in such Second Warrant at an “Exercise Price”

In connection with the issuance of the Note, the

Company shall issue a common stock purchase warrant to Buyer to purchase 225,000 shares of the Company’s common stock (the

“Third Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Third Warrant at an “Exercise Price”

The First Warrant, Second Warrant, and Third Warrant shall collectively

be referred as the “Warrants”.

The Warrants have an “Exercise Period”

of five years form the date of issuance

being August 30, 2019 (see Note 6).

September 10, 2019, the Company entered into an agreement with a certain consultant to provide services over a three-month period

beginning September 10, 2019 and ending December 10, 2019 in exchange for 1,000,000 warrants to purchase the Company’s common

stock at $2.00 per share with an expiry date of September 10, 2022.

The Fair Market Value of the warrants was $984,810 on the

date of grant as calculated under the Black Scholes Option Pricing model.

The Company recorded $984,810 of share-based compensation

expenses with respect to the grant of such warrants during the year ended June 30, 2020.

connection with the issuance of shares on April 3, 2020 as discussed above, the Company closed on a transaction related to a Securities

Purchase Agreement (the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased

from the Company, 7,500,000 units, each consisting of (i) 1.5 shares of the Company’s common stock, or pre-funded warrants

upon Investor’s election due to the 4.99% blocker provision and (ii) 1.5 warrants to purchase one share of Common Stock

(“Series A Warrants”, and collectively with the Common Stock the “Units”).

In addition to the Units, the

Investor was issued 63,750,000 warrants to purchase one share of Common Stock (the “Series B Warrants”) and an additional

63,750,000 warrants to purchase one share of Common Stock, subject to a vesting schedule (the “Series C Warrants”

and, together with the Prefunded Warrants, the Series A Warrants, and the Series B Warrants, the “Warrants”).

to the Beneficial Ownership Limitation, the Company granted 10,445,482 Prefunded Warrants with exercise price of $0.001 (but can

be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full.

22, 2020, the Company received proceeds of $1,045 from the exercise of 10,445,482 Prefunded Warrants (see Note 13).

discussed above, pursuant to the Securities Purchase Agreement entered into March 20, 2020, the Investor purchased Series A Warrants

to purchase up to 11,250,000 shares of Common Stock, subject to adjustment as provided therein.

The Series A Warrants have a cash

exercise price of $0.20 per share and are immediately exercisable and expire in 3 years.

The Series A Warrants contain a provision

for cashless exercise in the event there is no effective registration statement registering the shares underlying the Series A

Warrants calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock

(the “Cashless Exercise”).Additionally, the Series A Warrants contain another provision for a cashless exercise at

the Holder’s option should the trading price of the Common Stock fall below $0.20 per share calculated based on the difference

between the exercise price of the Series A Warrant and 70% of the Market Price, as defined therein (the”

Alternate Cashless

Exercise”).

discussed above, pursuant to the Securities Purchase Agreement entered into March 20, 2020, the Investor purchased Series B Warrants

to purchase up to 63,750,000 shares of Common Stock, subject to adjustment as provided therein;

provided, however, commencing

on the 90th day following the effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof

by 37,500,000 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 3,750,000

shares of Common Stock (or, at the election of the Holder, an equivalent number of pre-funded warrants) and Series A Warrants

to purchase up to 3,750,000 shares of Common Stock, which shares shall be issued pursuant to a registration statement without

restrictions on resale.

The Series B Warrants have a cash exercise price of $0.04 per share and expire in 3 years.

B Warrants contain a provision for Cashless Exercise.

On July 22, 2020, the Company received proceeds of $100,000 from the exercise

of 2,500,000 Series B Warrants (see Note 13).

discussed above, pursuant to the Securities Purchase Agreement

entered into March 20, 2020, the Investor purchased Series C Warrants to purchase up to 63,750,000 shares of Common Stock, subject

to adjustment as provided therein and expire in 3 years.

The Series C Warrants have a cash exercise price of $0.20 per share,

subject to a vesting schedule, which is based on such Holder’s exercise of all the Series C Warrants.

The Series C Warrants

contain provisions for Cashless Exercise and Alternate Cashless Exercise.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019

Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock

awards and restricted stock units.

the year ended June 30, 2021 and 2020, the Company recognized stock-based compensation of $ 82,872

related to vested stock options.

There was $ 72,514

of unvested stock options expense

as of June 30, 2021 that will be recognized over a remaining vesting period of 0.87 year.

stock options were granted during the years ended June 30, 2021 and 2020.

following table summarizes warrant activity for the years ended June 30, 2021 and 2020:

SCHEDULE OF WARRANT ACTIVITY

Weighted Average

Price Per Share

6 unchanged sentences

Aggregate intrinsic value

COMMITMENTS AND CONTINGENCIES

complaint against us, dated September 26, 2019, has been filed by Foley Shechter Ablovatskiy (“Foley Shechter”), our

former counsel, seeking $151,031.50 in legal fees, in addition to interest and costs of suit.

The Company believes these claims

to be unfounded and is vigorously defending itself.

To that end, on November 20, 2019 the Company filed a motion to dismiss certain

counts of the complaint, with prejudice.

That motion remains pending with the Supreme Court of the State of New York, County of

Oral argument is scheduled for November 5, 2020.

Upon resolution of the motion, the Company shall file an answer, together

with affirmative defences and counterclaims.

The counterclaims shall include, without limitation, malpractice claims, arising

out of Foley Shechter’s grossly negligent mishandling of certain transactions and excessive billing related thereto.

amounts related to this claim are included in accounts payable and accrued expenses in the accompanying Financial Statements.

If our motion to dismiss is granted, our potential liability would be reduced to $51,031.51 plus interest and attorney’s

Consulting, LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada.

demanding approximately $400,000 and 60,000 shares of the Company’s common stock as payment for services that Regal purports

to have performed.

Regal additionally claims that $106,500 remains due on a Convertible Note executed by the Company in

May of 2017 (the “2017 Note”), and asserts that it is owed in excess of $100,000 in penalties in connection with the

Company’s refusal to honor certain Conversion Notices.

Company filed an Answer and Counterclaim, denying liability and alleging that Regal procured by fraud the Company’s execution

of various consulting agreements and additionally failed to provide the consulting services contemplated by said agreements.

discovery process is ongoing.

In addition, the parties have agreed to mediate their dispute and are in the process of selecting

a mediator and scheduling their mediation.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

entity is required to file

an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of

the relationship between the foreign subsidiary and the parent company.

From 2012 through the 2014, the Company did not file this

form in a timely manner.

As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000

per year, or $30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the Accrued

expenses and other payable figure in the consolidated balance sheet.

The Company recorded the penalties for all three years during

the year ended June 30, 2018 and is negotiating a payment plan.

The Company is current on all subsequent filings.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”)

whereby the Company and the University co-owned the intellectual property relating to the Company’s pro-enzyme formulations.

In June 2012, the Company and the University entered into an assignment and amendment whereby the Company assumed full ownership

of the intellectual property while agreeing to pay royalties of 2% of net revenues to the University.

Additionally, the Company

agreed to pay 5% of each and every license agreement subscribed for.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject to the

limitations and conditions set forth in such First Warrant at an “Exercise Price” of $ 2,250 .

In connection with the issuance

of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300 shares of the Company’s common stock

(the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Second Warrant at an “Exercise Price” of $ 3,330 .

In connection with the issuance of the Note, the Company shall issue a common

stock purchase warrant to Buyer to purchase 225 shares of the Company’s common stock (the “Third Warrant”) as a commitment

fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise Price” of

The First Warrant, Second Warrant, and Third Warrant shall collectively be referred as the “Warrants”.

have an “Exercise Period” of five years from the date of issuance being August 30, 2019 (see Note 6).

September 10, 2019, the Company entered into an agreement with a certain consultant to provide services over a three-month period beginning

September 10, 2019 and ending December 10, 2019 in exchange for 1,000 warrants to purchase the Company’s common stock at $ 2,000

per share with an expiry date of September 10, 2022 .

The Fair Market Value of the warrants was $ 984,810 on the date of grant as calculated

under the Black Scholes Option Pricing model.

The Company recorded $ 984,810 of share-based compensation expenses with respect to the

grant of such warrants during the year ended June 30, 2020.

connection with the issuance of shares on April 3, 2020 as discussed above, the Company closed on a transaction related to a Securities

Purchase Agreement (the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased from

the Company, 7,500 units, each consisting of (i) 1.5 shares of the Company’s common stock, or pre-funded warrants upon Investor’s

election due to the 4.99% blocker provision and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”,

and collectively with the Common Stock the “Units”) .

In addition to the Units, the Investor was issued 63,750 warrants to

purchase one share of Common Stock (the “Series B Warrants”) and an additional 63,750 warrants to purchase one share of Common

Stock, subject to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants,

and the Series B Warrants, the “Warrants”).

to the Beneficial Ownership Limitation, the Company granted 10,445 Prefunded Warrants with exercise price of $ 0.10 (but can be less than

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series A Warrants to purchase

shares of Common Stock, subject

to adjustment as provided therein.

The Series A Warrants have a cash exercise price of $ 200

per share and are immediately exercisable

and expire in 3

The Series A Warrants contain

a provision for cashless exercise in the event there is no effective registration statement registering the shares underlying the Series

A Warrants calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the

“Cashless Exercise”).Additionally, the Series A Warrants contain a provision for a cashless conversion at the Holder’s

option should the trading price of the Common Stock fall below $200 per share calculated based on the difference between the exercise

price of the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

above “Shares issued for exercise of warrants” for discussion of deemed dividend related to alternate cashless exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series B Warrants to purchase

up to 63,750 shares of Common Stock, subject to adjustment as provided therein;

provided, however, commencing on the 90th day following

the effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 37,500 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 3,750 shares of Common Stock (or, at the election of

the Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 3,750 shares of Common Stock, which

shares shall be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants have a cash exercise

price of $ 40 per share and expire in 3 years.

The Series B Warrants contain a provision for Cashless Exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series C Warrants to purchase

up to 63,750 shares of Common Stock, subject to adjustment as provided therein and expire in 3 years.

The Series C Warrants have a cash

exercise price of $ 200 per share, subject to a vesting schedule, which is based on such Holder’s exercise of the Series B Warrants

(warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contain provisions for Cashless Exercise

and Alternate Cashless Exercise.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044 from the exercise of 10,445 prefunded warrants

and 19,375 Series B Warrants resulting in the issuance of 29,820 shares of common stock.

Additionally, the Company issued 4,199,979 shares

of common stock from the alternate cashless exercise of 20 Series A and 1 Series C warrants.

9 – COMMITMENTS AND CONTINGENCIES

September 26, 2019, a complaint was filed against the Company with Supreme Court of the State of New York, County of New York, by Foley

Shechter Ablovatskiy LLP (“Foley Shechter”), our former counsel, seeking $ 151,031

in professional fees allegedly

owed, in addition to interest and costs of suit.

The Company filed an answer, together with affirmative defenses and counterclaims.

amounts related to this claim were included in accounts payable and accrued expenses in the accompanying consolidated financial statements

at June 30, 2020.

On March 22, 2021, the Company entered into a settlement agreement with Foley Shechter whereby both parties

agreed to settle all claims for professional fees owed for a total of $ 51,032 .

The Company paid the settlement amount of $ 51,032

on March 22, 2021.

settlement agreement, the Company recorded total accounts payable and accrued expenses $ 142,660 .

Accordingly, the Company recognized gain from settlement of debt of $ 92,556

during the year ended June

Consulting, LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada.

Regal was demanding

approximately $ 400,000 and 60 shares of the Company’s common stock as payment for services that Regal purports to have performed.

Regal additionally claimed that $ 106,500 remained due on a Convertible Note executed by the Company in May of 2017 and asserted that

it was owed in excess of $ 100,000 in penalties in connection with the Company’s refusal to honor certain Conversion Notices.

Company filed an Answer and Counterclaim, denying liability and alleging that Regal procured by fraud the Company’s execution of

various consulting agreements and additionally failed to provide the consulting services contemplated by said agreements.

23, 2020, the parties mediated their dispute and negotiated a settlement agreement.

On March 15, 2021, the Company entered into a Settlement

and Mutual Release Agreement with Regal whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 Convertible

note (see Note 6) for a total of $ 100,000 .

All other terms of the August 10, 2017 Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this convertible note are waived unless the Company fails to authorize the issuance

of the requested shares upon conversion.

The Company has the right to pay off the balance of any remaining amounts dues under this convertible

note in cash at any time 61 days after March 15, 2021.

Prior to the Settlement Agreement, the Company recorded total liabilities $ 56,762

consisting of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company

recognized loss from settlement of debt of $ 43,238 during the year ended June 30, 2021.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

entity is required to file an informational

Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between

the foreign subsidiary and the parent company.

From 2012 through the 2014, the Company did not file this form in a timely manner.

a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000

per year, or $ 30,000

in total, plus accrued interest,

such penalty and interest having been accrued and is included in the accrued expenses and other payable figure in the June

30, 2021 and 2020 consolidated balance sheet.

The Company recorded the penalties for all three years during the year ended June 30,

The Company is current on all subsequent filings.

The Company’s tax advisor is awaiting a response from the IRS on this matter.

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”)

whereby the Company and the University co-owned the intellectual property relating to the Company’s pro-enzyme formulations.

June 2012, the Company and the University entered into an assignment and amendment whereby the Company assumed full ownership of the

intellectual property while agreeing to pay royalties of 2 % of net revenues to the University.

Additionally, the Company agreed to pay

5 % of each and every license agreement subscribed for.

The contract is cancellable at any time by either party.

To date, no amounts are owed under the agreement.

On May 5, 2016, the

Company entered into a new five-year operating lease agreement with a Horizon Pty Ltd., a related party, of which Mr.

our CEO, CFO and a director, and his wife are owners and directors, with monthly rent currently at $3,606 AUD or $2,431

USD, inclusive of GST (See Note 10 –

Related Party Transactions).

The initial rental amount was $3,000 AUD subject

to a 3% yearly escalation.

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical

expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease

classification and initial direct costs.

In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease

terms of 12 month or less.

On July 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $48,662 and

total lease liabilities of $48,662 based on an incremental borrowing rate of 6%.

is summarized below:

June 30, 2020

Office lease ROU

Less accumulated reduction

Balance of ROU asset as of June 30, 2020

lease liability related to the ROU asset is summarized below:

June 30, 2020

Office lease liability

Reduction of lease liability

Minimum lease payments under non-cancelable operating lease at June 30, 2020 are as follows:

Fiscal Year 2021

Imputed interest

Total operating lease liability

Company entered into a Manufacturing Services Agreement (the “MSA”) and Quality Assurance Agreement (the “QAA”),

each with an effective date of August 12, 2016, with Amatsigroup NV (“Amatsigroup”), formerly known as Q-Biologicals,

NV, a contract manufacturing organization located in Belgium.

Pursuant to the MSA, Amatsigroup produces certain drug substances

and products containing certain enzymes for the Company at its facility in Belgium.

The Company uses these substances and products

for development purposes, including but not limited to future clinical trials.

The MSA contemplates payment to Amatsigroup pursuant

to a pre-determined fee schedule based on the completion of certain milestones that depend on our manufacturing requirements and

final batch yield.

The Company anticipates that its payments to Amatsigroup under the MSA will range between $2.5 million and

$5.0 million over three years, when the finished drug product is manufactured and released for clinical trials.

The Company has

spent a total of $1,689,146 of costs to date under this contract of which $49,854 was expensed in fiscal 2019, $701,973 in fiscal

2018 and $937,319 in fiscal 2017.

The MSA expired in 2019 and may be extended by mutual agreement in writing with a possible extension

currently under consideration.

The Company can terminate the MSA early for any reason upon the required notice period, however,

in such event, the pre-payment paid upon signing the MSA is considered non-refundable.

Each party to the MSA shall have the right

to terminate the MSA by written notice to the other party if the other party commits a material breach of the MSA (subject to

a 30-day cure period).

The QAA sets forth the parties’

respective obligations and responsibilities relating to the manufacturing

and testing of the products under the MSA.

The agreements with Amatsigroup contain certain customary representations, warranties

and limitations of liabilities, and confidentiality and indemnity obligations.

The MSA expired in 2019 and may be extended

by mutual agreement in writing with a possible extension currently under consideration.

To date, no amounts are

owed under the agreement.

May 5, 2016, the Company entered into a new five -year

operating lease agreement with a Horizon Pty Ltd., a related party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his

wife are owners and directors, with monthly rent currently at $ 3,606 AUD

or $ 2,469 USD,

inclusive of GST (See Note 10 – Related Party Transactions).

initial rental amount was $3,000 AUD and subject to 3% yearly escalation.

adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit

it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct

In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less.

2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $ 48,662 and

total lease liabilities of $ 48,662 based

on an incremental borrowing rate of 6 % .

Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 .

The Company is currently obligated to pay $ 3,606

AUD or $ 2,431

USD (depending on exchange rate), inclusive of tax, in rent per month.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

lease (24 months)

accumulated amortization

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

of lease liability

term portion of lease liability

Collaboration

13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”)

to provide certain research services to the Company, which agreement will be extended.

In consideration of such services,

the Company agreed to pay the University approximately 52,000 Euros ($59,508 USD) in year one and a maximum of 40,000 Euros ($45,775

USD) in year two.

The Company paid 31,754 Euros ($36,117 USD) in 2019 and

has accrued 15,410 Euros ($17,331 USD) in the year ended June 30,2020.

September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”)

to provide certain research services to the Company.

In consideration of such services, the Company agreed to pay the University approximately

52,000 Euros ($ 59,508 USD) in year one and a maximum of 40,000 Euros ($ 45,775 USD) in year two.

The Company paid 31,754 Euros ($ 36,117

USD) in 2019 and has accrued 28,493 Euros ($ 24,043 USD) as of June 30, 2021.

Additionally, in exchange for full ownership of the intellectual

property the Company agreed to pay royalties of 2 % of net revenues to the University.

On October 1, 2020, the Company entered into another

two-year collaboration agreement with the University of Jaén to provide certain research services to the Company.

In consideration

of such services, the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD) which shall be paid in four installment

payment of 5,000 Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 ) in December 2021 and 10,000 Euros

($ 11,715 ) in September 2022.

Additionally, the University shall hire and train a doctoral student for this project and as such the Company

shall pay the University 25,837 Euros ($ 30,268 USD).

In exchange for full ownership of the intellectual property the Company agreed to

pay royalties of 2 % of net revenues to the University.

10 – RELATED PARTY TRANSACTIONS

its inception, the Company has conducted transactions with its directors and entities related to such directors.

These transactions

have included the following:

of June 30, 2020 and 2019, the Company owed a current and a former director a total of $50,993 and $51,867, respectively, for

money loaned to the Company throughout the years.

The total loans balance owed at June 30, 2020 and 2019 is not interest bearing

(See Note 5 –

Loans and Notes Payable).

of June 30 2020, and 2019, the Company owed its former director a total of $30,639 and $31,164, respectively, related to expenses

paid on behalf of the Company related to corporate startup costs and intellectual property (See Note 4 –

Due to Former Director

These transactions have

included the following:

of June 30, 2021 and 2020, the Company owed its former director a total of $ 55,500 and $ 50,993 , respectively, for money loaned to the

Company throughout the years.

The total loans balance owed at June 30, 2021 and 2020 is not interest bearing (See Note 5 – Loans

and Notes Payable).

of June 30, 2021 and 2020, the Company owed its former director a total of $ 33,347 and $ 30,639 , respectively, related to expenses paid

on behalf of the Company related to corporate startup costs and intellectual property (See Note 4 – Due to Former Director –

Related Party).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd.,

a related party, of which Mr.

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease has a

five-year term expiring May 2021 and provides for annual rental payments of $39,600 AUD or $28,325 USD, which includes $3,600

AUD or $2,575 USD of goods and service tax for total payments of $198,000 AUD or $141,629 USD during the term of the lease.

of June 30, 2020, total payments of $37,295 AUD or $25,700 USD remain on the lease.

(See Note 9 –

Commitments and Contingencies)

Company and Mr.

Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”)

setting forth the terms and conditions of Mr.

Nathanielsz employment as the Company’s President and Chief Executive Officer.

The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019;

however, the term of the Nathanielsz Employment

Agreement automatically renews for successive one-year periods unless either party provides 30 days’

prior written notice

of its intent not to renew.

The Nathanielsz Employment Agreement continues in effect as of June 30, 2020 as amended May 14, 2019

The Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $25,000 AUD per month ($300,000

AUD annually or $205,680 USD) and a monthly contribution to Mr.

Nathanielsz’s pension equal to 9.5% of his monthly salary.

Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a

conversion price to be determined by Mr.

Nathanielsz and the Company, which will in no event be lower than par value or higher

than the closing bid price on the date of conversion.

Pursuant to the Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled

to an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Company’s

board of directors based upon the performance of the Company.

On March 16, 2018, the Company’s board of directors approved

an increase of Mr.

Nathanielsz’s annual base salary from $300,000 AUD ($205,680 USD) to $400,000 AUD ($274,240 USD), effective

February 2018.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive part-time employee of the Company since October

Effective February 1, 2018.

Nathanielsz receives an annual salary of $120,000 AUD ($80,904 USD) and is entitled to

customary benefits.

The lease has a five -year

term and provides for annual rental payments of $ 39,600

AUD or $ 28,325

USD, which includes $ 3,600

AUD or $ 2,575

USD of goods and service tax for

total payments of $ 198,000

AUD or $ 141,629

USD during the term of the lease.

As of June 30, 2021, total rent payable of $ 86,129

AUD ($ 64,597

USD) is included in accrued expenses

in the accompanying consolidated balance sheet.

Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 (See Note 9 – Commitments and Contingencies).

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

and Services Agreements with Management

Company and Mr.

Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”)

setting forth the terms and conditions of Mr.

Nathanielsz employment as the Company’s President and Chief Executive Officer.

Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ;

however, the term of the Nathanielsz Employment Agreement

automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of its intent not

The Nathanielsz Employment Agreement continues in effect as of June 30, 2021 as amended May 14, 2019 (see below).

The Nathanielsz

Employment Agreement provides Mr.

Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and

a monthly contribution to Mr.

Nathanielsz’s pension equal to 9.5 % of his monthly salary.

Nathanielsz has the ability to convert

any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.

and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.

to the Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his

annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company.

On March 16, 2018, the Company’s board of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 300,000

AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive part-time employee of the Company since October 2015.

February 1, 2018, Mrs.

Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.

to a February 25, 2016 board resolution, James Nathanielsz shall be paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose

of acquiring and maintaining an automobile.

For the ended June 30, 2020, a total of $44,918 AUD ($30,284 USD) in payments have

been made with respect to Mr.

Nathanielsz’s car allowance.

For the fiscal year ended June 30, 2019, a total of $53,772 AUD

($38,463 USD) in costs have been incurred with respect to Mr.

Nathanielsz’s car allowance.

to the approval of the Company’s board of directors, on March 16, 2018, Mr.

Nathanielsz was granted a $300,000 AUD ($210,090

USD) bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal year 2018.

A total of $80,046 AUD ($56,056 USD) in payments were made in fiscal 2018.

During the year ended June 30, 2019, an additional

$219,954 AUD ($150,602 USD) was paid.

Such bonus was fully paid to Mr.

Nathanielsz as of June 30, 2019.

to the approval of the Company’s board of directors, on May 14, 2019, Mr.

Nathanielsz was granted a $460,000 AUD ($315,376

USD) bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended

June 30, 2019 with $200,000 AUD ($137,120 USD) of such bonus payable by the Corporation to the CEO throughout the Corporation’s

2019 fiscal year as the Corporation’s cash resources allow, with the remaining $260,000 AUD ($178,256 USD) of such bonus

to be deferred by the CEO until a future date when the Corporation’s cash resources allow for such payment, as agreed to

A total of $90,000 AUD ($64,377 USD) in payments were made in the year ended June 30, 2019.

On July 13, 2020 the Board

approved a bonus of $240,000 AUD being equal to 60% of Mr Nathanielsz base salary which was accrued as of June 30, 2020.

of $202,620 AUD ($136,606 USD) in payments were made in during the year ended June 30, 2020, with $407,380 AUD ($280,726 USD)

remaining due and payable.

Employment and Services Agreements with Management

and Restated Employment Agreement ― On May 14, 2019 (the “Effective Date”), the Company entered into an Amended

and Restated Employment Agreement (the “Employment Agreement”) with James Nathanielsz, the Company’s Chief Executive

Officer, Chairman, acting Chief Financial Officer and a director, for a term of three years, subject to automatic one-year renewals,

at an annual salary of $400,000 AUD.

For the year ended June 30, 2020, a total of $ 44,918 AUD ($ 30,284 USD) in payments have been

made with respect to Mr.

Nathanielsz’s car allowance.

For the year ended June 30, 2021, a total of $ 46,135 AUD ($ 34,476 USD) in

payments have been made with respect to Mr.

Nathanielsz’s car allowance.

to the approval of the Company’s board of directors, on May 14, 2019, Mr.

Nathanielsz was granted a $ 460,000

AUD ($ 315,376

USD) bonus for accomplishments

achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended June 30, 2019 with $ 200,000

AUD ($ 137,120

USD) of such bonus payable by the

Corporation to the CEO throughout the Corporation’s 2019 fiscal year as the Corporation’s cash resources allow, with the

remaining $ 260,000

AUD ($ 178,256

USD) of such bonus to be deferred

by the CEO until a future date when the Corporation’s cash resources allow for such payment, as agreed to by the CEO.

AUD ($ 64,377

USD) in payments were made in the

year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000

AUD being equal to 60 %

Nathanielsz base salary

which was accrued as of June 30, 2020.

A total of $ 202,620

AUD ($ 136,606

USD) in payments were made against

the bonuses during the year ended June 30, 2020 which resulted to a remaining balance of $ 407,380

AUD ($ 280,726

USD) bonus payable as of June 30,

On August 12, 2021, the Board approved a bonus of $ 177,840

A total of $ 221,890

AUD ($ 166,418

USD) in payments were made against

the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610

AUD ($ 316,957

USD) bonus payable as of June 30,

2021 which is included in accrued expenses in the accompanying consolidated balance sheet.

On August 12, 2021, pursuant to the Cancellation

Agreement, Mr.

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000

shares of the common stock of the

Company (see Note 13).

and Restated Employment Agreement - On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated

Employment Agreement (the “Employment Agreement”) with James Nathanielsz, the Company’s Chief Executive Officer, Chairman,

acting Chief Financial Officer and a director, for a term of three years , subject to automatic one -year renewals, at an annual salary

of $ 400,000 AUD.

Pursuant to the Employment Agreement, Mr.

Nathanielsz was granted options to purchase 39,000

shares of the Company’s common stock (the “Nathanielsz Options”), with an exercise price per share of $4.675

(110% of the closing market price of the Company’s common stock on May 14, 2019 (or $4.25), the date of approval of such

grant by the Company’s board of directors), (ii) 39,000 restricted stock units of the Company (the “Initial Nathanielsz

RSUs”), and (iii) an additional 39,000 restricted stock units of the Company (the “Additional Nathanielsz RSUs”).

Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Company’s board of directors

on the Effective Date.

The Nathanielsz Options have a term of 10 years from the date of grant.

1/3rd of the Nathanielsz Options

shall vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Mr.

is employed by the Company and subject to the other provisions of the Employment Agreement.

The Initial Nathanielsz RSUs shall

vest on the one-year anniversary of the Effective Date, subject to Mr.

Nathanielsz’s continued employment with the Company

through such vesting date.

Nathanielsz was granted options to purchase 39 shares of the Company’s

common stock (the “Nathanielsz Options”), with an exercise price per share of $ 4,675 ( 110 % of the closing market price of

the Company’s common stock on May 14, 2019 (or $ 4,250 ), the date of approval of such grant by the Company’s board of directors),

(ii) 39 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 39 restricted stock

units of the Company (the “Additional Nathanielsz RSUs”).

Such options and restricted stock units were granted pursuant to

the 2019 Plan approved by the Company’s board of directors on the Effective Date.

The Nathanielsz Options have a term of 10 years

from the date of grant.

1/3rd of the Nathanielsz Options shall vest every successive one-year anniversary following the Effective Date,

provided, that on each such vesting date Mr.

Nathanielsz is employed by the Company and subject to the other provisions of the Employment

The Initial Nathanielsz RSUs shall vest on the one-year anniversary of the Effective Date, subject to Mr.

Nathanielsz’s

continued employment with the Company through such vesting date.

The Additional Nathanielsz RSUs will vest as follows, subject to Mr.

Nathanielsz’s continued

employment with the Company through the applicable vesting date:

(i) 7,800 of the Additional Nathanielsz RSUs shall vest upon

the Company submitting Clinical Trial Application (the “CTA”) for PRP, the Company’s lead product candidate

(“PRP”), for a First-In-Human study for PRP (the “Study”) in an applicable jurisdiction to be selected

by the Company, (ii) 7,800 of the Additional Nathanielsz RSUs shall vest upon the CTA being approved in an applicable jurisdiction,

(iii) 7,800 of the Additional RSUs shall vest upon the Company completing an equity financing in the amount of at least $4,000,000

in gross proceeds, (iv) 7,800 of the Additional Nathanielsz RSUs shall vest upon the shares of the Company’s Common Stock

being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (v) the remaining 7,800 of the Additional Nathanielsz RSUs

shall vest upon the Company enrolling its first patient in the Study.

Each vested restricted stock unit shall be settled by delivery

Nathanielsz of one share of the Company’s common stock and/or the fair market value of one share of common stock

in cash, at the sole discretion of the Company’s board of directors and subject to the 2019 Plan, on the first to occur

(i) the date of a Change of Control (as defined in the Employment Agreement), (ii) the date that is ten business days following

the vesting of such restricted stock unit, (iii) the date of Mr.

Nathanielsz’s death or Disability (as defined in the Employment

Agreement), and (iv) Mr.

Nathanielsz’s employment being terminated either by the Company without Cause or by Mr.

for Good Reason (each as defined in the Employment Agreement).

In the event of a Change of Control, any unvested portion of the

Nathanielsz Options and such restricted stock units shall vest immediately prior to such event.

78,000 restricted stock units were valued at the fair value of $4.25 per unit or $331,500 based on the quoted trading price on

the date of grant.

The 39,000 stock options were valued using a Black-Scholes model with the following assumptions:

at valuation date of $4.25 based on quoted trading price on date of grant, exercise price of $4.65, dividend yield of zero, years

to maturity of 10.00, a risk free rate of 2.42%, and expected volatility 268% for a total value of $165,747 (see Note 8 –

Stockholders’

Nathanielsz’s continued employment with the Company through the applicable vesting date:

(i) 7.80 of the Additional Nathanielsz

RSUs shall vest upon the Company submitting Clinical Trial Application (the “CTA”) for PRP, the Company’s lead product

candidate (“PRP”), for a First-In-Human study for PRP (the “Study”) in an applicable jurisdiction to be selected

by the Company, (ii) 7.80 of the Additional Nathanielsz RSUs shall vest upon the CTA being approved in an applicable jurisdiction, (iii)

7.80 of the Additional RSUs shall vest upon the Company completing an equity financing in the amount of at least $ 4,000,000 in gross

proceeds, (iv) 7.80 of the Additional Nathanielsz RSUs shall vest upon the shares of the Company’s Common Stock being listed on

a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (v) the remaining 7.80 of the Additional Nathanielsz RSUs shall vest upon the

Company enrolling its first patient in the Study.

Each vested restricted stock unit shall be settled by delivery to Mr.

Nathanielsz of

one share of the Company’s common stock and/or the fair market value of one share of common stock in cash, at the sole discretion

of the Company’s board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of Control

(as defined in the Employment Agreement), (ii) the date that is ten business days following the vesting of such restricted stock unit,

(iii) the date of Mr.

Nathanielsz’s death or Disability (as defined in the Employment Agreement), and (iv) Mr.

Nathanielsz’s

employment being terminated either by the Company without Cause or by Mr.

Nathanielsz for Good Reason (each as defined in the Employment

In the event of a Change of Control, any unvested portion of the Nathanielsz Options and such restricted stock units shall

vest immediately prior to such event.

The 39 vested restricted stock unit are considered issuable as of June 30, 2021.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

and Restated Services Agreement ― On the Effective Date, the Company also entered into an Amended and Restated Services

Agreement (the “Services Agreement”) with Dr.

Kenyon, the Company’s Chief Scientific Officer and a director,

for a term of three years, subject to automatic one-year renewals, at an annual salary of $54,000 AUD.

In connection with the

execution of the Services Agreement, Dr.

Kenyon was designated as an executive officer of the Company and assumed a more active

executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 19,500 shares

of the Company’s common stock (the “Kenyon Options”), with an exercise price per share of $4.25 (100% of the

closing market price of the Company’s common stock on May 14, 2019, the date of approval of such grant by the Company’s

board of directors), (ii) 19,500 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional

19,500 restricted stock units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock units

were granted pursuant to the 2019 Plan approved by the Company’s board of directors on the Effective Date.

The Kenyon Options

have a term of 10 years from the date of grant.

1/3rd of the Kenyon Options shall vest every successive one-year anniversary following

the Effective Date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject to the other provisions

of the Services Agreement.

The Initial Kenyon RSUs shall vest on the one-year anniversary of the Effective Date, subject to Dr.

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon RSUs will vest as follows,

and Restated Services Agreement - On May 14, 2019, the Company also entered into an Amended and Restated Services Agreement (the “Services

Agreement”) with Dr.

Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years, subject to

automatic one -year renewals, at an annual salary of $ 54,000 AUD.

In connection with the execution of the Services Agreement, Dr.

was designated as an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services

Agreement, Dr.

Kenyon was granted options to purchase 20 shares of the Company’s common stock (the “Kenyon Options”),

with an exercise price per share of $ 4,250 ( 100 % of the closing market price of the Company’s common stock on May 14, 2019, the

date of approval of such grant by the Company’s board of directors), (ii) 20 restricted stock units of the Company (the “Initial

Kenyon RSUs”), and (iii) an additional 20 restricted stock units of the Company (the “Additional Kenyon RSUs”).

options and restricted stock units were granted pursuant to the 2019 Plan approved by the Company’s board of directors on the Effective

The Kenyon Options have a term of 10 years from the date of grant.

1/3rd of the Kenyon Options shall vest every successive one-year

anniversary following the Effective Date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

The Initial Kenyon RSUs shall vest on the one-year anniversary of the Effective Date,

subject to Dr.

Kenyon’s continued employment with the Company through the applicable vesting date:

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon RSUs will vest as

follows, subject to Dr.

Kenyon’s continued employment with the Company through the applicable vesting date:

(i) 5 of the Additional

Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected

by the Company, (ii) 4,875 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount

of at least $4,000,000 in gross proceeds, (iii) 4,875 of the Additional Kenyon RSUs shall vest upon the shares of the Company’s

Common Stock being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 4,875 of the Additional

Kenyon RSUs shall vest upon the Company enrolling its first patient in the Study.

Each vested Kenyon RSU shall be settled by delivery

Kenyon of one share of the Company’s common stock and/or the fair market value of one share of common stock in cash,

at the sole discretion of the Company’s board of directors and subject to the Plan, on the first to occur of:

of a Change of Control (as defined in the Services Agreement), (ii) the date that is ten business days following the vesting of

such Kenyon RSU, (iii) the date of Dr.

Kenyon’s death or Disability (as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated either by the Company without Cause or by Dr.

Kenyon for Good Reason (as defined in

the Services Agreement).

In the event of a Change of Control (as defined in the Services Agreement), 50% of any unvested portion

of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event.

39,000 restricted stock units were valued at the fair value of $4.25 per unit or $165,750 based on the quoted trading price on

the date of grant.

The 19,500 stock options were valued using a Black-Scholes model with the following assumptions:

at valuation date of $4.25 based on quoted trading price on date of grant, exercise price of $4.25, dividend yield of zero, years

to maturity of 10.00, a risk free rate of 2.42%, and expected volatility 268% for a total value of $82,873 (see Note 8 –

Stockholders’

Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected by the

Company, (ii) 5 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount of at least $ 4,000,000

in gross proceeds, (iii) 5 of the Additional Kenyon RSUs shall vest upon the shares o f the Company’s Common Stock being listed

on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 5 of the Additional Kenyon RSUs shall vest upon the Company

enrolling its first patient in the Study.

Each vested Kenyon RSU shall be settled by delivery to Mr.

Kenyon of one share of the Company’s

common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of the Company’s board of

directors and subject to the Plan, on the first to occur of:

(i) the date of a Change of Control (as defined in the Services Agreement),

(ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr.

Kenyon’s death or Disability

(as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated either by the Company without Cause or

Kenyon for Good Reason (as defined in the Services Agreement).

In the event of a Change of Control (as defined in the Services

Agreement), 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event.

30, 2021, total accrued salaries of $ 135,000 AUD ($ 101,250 USD) is included in accrued expenses in the accompanying consolidated balance

The 20 vested restricted stock unit are considered issuable as of June 30, 2021.

On August 12, 2021, pursuant to the Cancellation

Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420,000 shares of the common stock of the Company

(see Note 13).

Intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, which have not been repaid as of June 30, 2021.

fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC

830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component

of other comprehensive income.

Prior to July 1, 2020, the Company recorded the foreign currency transaction gains and losses from measuring

the intercompany balances as a component of other income (expenses) as reflected in the consolidated statements of operations.

11 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

The Company has not experienced any losses in such accounts through June 30, 2020.

Company currently primarily relies on funding from three convertible debt lenders.

Proceeds received in the year from each of

the three lenders were $621,000, $362,000 and $200,000, respectively, which represents approximately 45%, 26% and 15%, respectively

of total proceeds received by the Company during fiscal year 2019.

Company currently primarily relies on funding from three convertible debt lenders.

Proceeds received in the year from each of

the three lenders were $285,000, $505,000, and $227,000, respectively, which represents approximately 18%, 32% and 14%, respectively

has not experienced any losses in such accounts through June 30, 2021.

In fiscal year 2020,

Company currently primarily relied on funding from three convertible debt lenders.

Proceeds received

during the year ended June 30, 2020 from each of the three lenders were $ 285,000 ,

and $ 227,000 ,

respectively, which represents approximately 19 % ,

respectively of total proceeds received by the Company during fiscal year 2020.

In fiscal year 2021,

the Company primarily relied on funding from two convertible debt lenders and received net proceeds after

deductions of $ 16,000 for original issue discounts and debt issue costs during the year ended June 30, 2021 from each of the two

lenders of $ 125,000 and

$ 200,000, respectively,

which represents approximately 39 % , and 61 %, respectively

of total proceeds received by the Company during fiscal year 2021.

Concentration

of June 30, 2020 and 2019, the Company’s receivables were 100% related to reimbursements on GST taxes paid.

and Patent Concentration

Company has filed multiple patent applications relating to its lead product, PRP.

The Company’s lead patent application

has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy,

Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia,

Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India.

In Brazil and Canada, the patent

application remains under examination.

2016 and early 2017, we filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the

“PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application under

the PCT, applicants can simultaneously seek protection for an invention in over 150 countries.

Once filed, the application is

placed under the control of the national or regional patent offices, as applicable, in what is called the national phase.

of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application is currently entering

national phase in August 2018.

A third PCT application entered the national phase in October 2018.

of June 30, 2021 and 2020, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

and Patent Concentration

Company has filed multiple patent applications relating to its lead product, PRP.

The Company’s lead patent application has been

granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal,

Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore,

Malaysia, South Africa, Mexico, Republic of Korea, India and Brazil.

In Canada, the patent application remains

under examination.

2016 and early 2017, we filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the “PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can

simultaneously seek protection for an invention in over 150 countries.

Once filed, the application is placed under the control of the

national or regional patent offices, as applicable, in what is called the national phase.

One of the PCT applications filed in November

2016, entered national phase in July 2018 and another PCT application is currently entering national phase in August 2018.

application entered the national phase in October 2018.

July 2020, a world first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 31

granted patents and 34 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors,

covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

of June 30, 2020 and 2019, the Company’s operations are based in Camberwell, Australia, however the majority of research

and development is being conducted in the European Union.

July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the

purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise.

of June 30, 2020 and 2019, there has been no activity within this entity.

of June 30, 2021 and 2020, the Company’s operations are based in Camberwell, Australia, however the majority of research and development

is being conducted in the European Union.

July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise.

As of June 30, 2021

and 2020, there has been no activity within this entity.

12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments:

Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments

and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt

from derivative accounting treatment.

As a result, warrants and embedded conversion options in convertible debt are recorded as

a liability and are revalued at fair value at each reporting date.

If the fair value of the warrants exceeds the face value of

the related debt, the excess is recorded as derivative expense in operations on the issuance date.

The Company had $126,500 (3

notes) and $142,000 (2 notes) of convertible debt, which have embedded conversion options bifurcated and is treated as derivative

instruments outstanding at June 30, 2020 and 2019 respectively.

Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments and

warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative

accounting treatment.

As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued

at fair value at each reporting date.

If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded

as change in fair value in operations on the issuance date.

The Company had $ 80,000 (1 note) and $ 126,500 (3 notes) of convertible debt,

which is treated as derivative instruments outstanding at June 30, 2021 and 2020 respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

closing price of the Company’s common stock at June 30, 2020, the last trading day of the fiscal year ended June 30, 2020,

Volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities

at June 30, 2020 are indicated in the table that follows.

The expected term is equal to the remaining term of the warrants or

convertible instruments and the risk free rate is based upon rates for treasury securities with the same term.

June 30, 2020

June 30, 2019

Expected remaining term

Risk-free interest rate

1.92 - 2.15 %

Expected dividend yield

price of the Company’s common stock at June 30, 2021, the last trading day of the fiscal year ended June 30, 2021, was $ 0.0517 .

Volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at June 30,

2021 and 2020 are indicated in the table that follows.

The expected term is equal to the remaining term of the warrants or convertible

instruments and the risk free rate is based upon rates for treasury securities with the same term.

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations during the year ended June 30, 2021

year ended June 30, 2020

remaining term

interest rate

dividend yield

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Value Measurements:

Company measures and reports at fair value the liability for derivative instruments.

The fair value liabilities for embedded conversion

options have been recorded as determined utilizing the Binomial Trees model.

The following tables summarize the Company’s

financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2020:

The fair value liabilities for price adjustable

warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model.

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021:

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

June 30, 2021

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

conversion option liabilities

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

June 30, 2020

conversion option liabilities

following is a roll forward for the years ended June 30, 2021 and 2020 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

at June 30, 2019

due to conversions

fair value of embedded conversion option derivative liability recorded as debt discount

fair value of embedded conversion option derivative liability recorded as expense

in fair value included in statements of operations

at June 30, 2020

on debt extinguishment

in fair value included in statements of operations

at June 30, 2021

13 – SUBSEQUENT EVENTS

July 9, 2021 through September 7, 2021, the Company received aggregate gross proceeds of $ 275,000

from the exercise of 6,875

Series B Warrants and issued

6,875 shares of common stock.

Additionally, the Company issued 2,399,988

shares of common stock from the

alternate cashless exercise of 12 Series A warrants.

July 1, 2021 through September 20, 2021, the Company issued an aggregate of 6,702,152

shares of its common stock

at an average contractual conversion price of $ 0.02 ,

ranging from $ 0.01

as a result of the conversion of principal of $ 146,348 ,

interest of $ 4,887

and conversion fees $ 2,250

underlying certain outstanding

convertible notes converted during such period.

The Company reclassified $ 86,219

in put premiums to additional

paid in capital following conversions between July 2021 and September 2021.

BIOPHARMA, INC.

2 unchanged sentences

30, 2021 and 2020

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as

of June 30, 2019:

June 30, 2019

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

following is a roll forward for the years ended June 30, 2020 and 2019 of the fair value liability of price adjustable derivative

Fair Value of

Liability for

Balance at June 30, 2018

Effects of foreign currency exchange rate changes

Reductions due to conversions

Reductions due to repayment of debt

Initial fair value of embedded conversion option derivative liability recorded as debt discount

Initial fair value of embedded conversion option derivative liability recorded as change in fair value of embedded conversion option

Change in fair value included in statements of operations

Balance at June 30, 2019

Reductions due to conversions

Initial fair value of embedded conversion option derivative liability recorded as debt discount

Initial fair value of embedded conversion option derivative liability recorded as derivative expense

Change in fair value included in derivative expense (income) in the statement of operations

Balance at June 30, 2020

SUBSEQUENT EVENTS

July 22, 2020, the Company received aggregate gross proceeds of $101,045 from the exercise of 10,445,482 prefunded warrants and

2,500,000 Series B Warrants (see Note 8).

From July 1, 2020 through September 28, 2020,

the Company issued an aggregate of 442,031,352 shares of its common stock at an average contractual conversion price of $0.00096,

ranging from $0.00056 to $0.0020, as a result of the conversion of principal of $391,935, interest of $25,735 and

conversion fees $6,750 underlying certain outstanding convertible notes converted during such period.

On September 18, 2020 the

Company prepaid an outstanding convertible note in the amount of $57,671 comprising the note principal of $43,000 plus $1,705

of accrued interest and a prepayment penalty of $12,966.

The Company reclassified $204,919 in

put premiums to additional paid in capital following conversions between July 2020 and September 2020.

totaling $75,000 contained bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares

issued was $134,155 resulting in a loss on extinguishment at the time of conversion of $56,155 and $106,141 of derivative fair

value was recorded as a gain on extinguishment at the time of conversion.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with James Nathanielsz (“Nathanielsz”), Chief Executive

Officer and Director of the Company, whereby Nathanielsz agreed to cancel his cash compensation bonus award for fiscal year 2021, ended

June 30, 2021, in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment

Agreement dated May 14, 2019 (the “Agreement”).

Pursuant to the terms of the Agreement, Nathanielsz was eligible to earn

an annual fiscal year cash performance bonus for each fiscal year of his employment period with the Company with a target performance

bonus of 200 % of his average annualized base salary during the fiscal year for which the performance bonus is earned.

On July 20, 2021,

Nathanielsz was awarded a “target” bonus of 78 % , or $ 177,840 USD (the “Debt”) for the fiscal year ended June

30, 2021, by the Company’s Board of Directors (the “Board”).

Pursuant to the Cancellation Agreement, Nathanielsz agreed

to cancel this Debt in exchange for 5,928,000 shares of the common stock of the Company (the “Shares”), valued at approximately

$ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with Dr.

Julian Kenyon (“Kenyon”), Chief Scientific Officer

and Director of the Company, whereby Kenyon agreed to cancel of $ 102,600 USD of accrued salary due him as of June 30, 2021, pursuant

to that certain Amended and Restated Services Agreement by and between Kenyon and the Company, dated May 14, 2019, in exchange for 3,420,000

shares of common stock of the Company (the “Shares”), valued at approximately $ 0.03 per share, being the closing price of

the stock on the date of grant.

The shares were issued on August 17, 2021.

Amended and Restated Director Agreement

August 12, 2021, the Company entered into an Amended and Restated Director Agreement (the “Director Agreement”) with Josef

Zelinger (“Zelinger”).

Pursuant to the terms of the Director Agreement, the Company shall pay Zelinger a base salary of $250.00

AUD per month, payable on the first day of each month.

In addition, the Company may compensate Zelinger additional consideration for

advisory services performed by the Director, either in the form of cash or common stock, at the discretion of the Board.

issued 2,800,000 shares of common stock of the Company for accrued director services of $ 84,000 as of June 30, 2021.

The 2,800,000 shares

of common stock was valued at approximately $ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were

issued on August 17, 2021.

Stock Issued for Services

August 12, 2021, the Board approved the issuance of 2,800,000 shares of the Company’s common stock for bonus payable of $ 84,000

as of June 30, 2021 to an employee who is the wife of the CEO of the Company.

The 2,800,000 shares of common stock was valued at approximately

$ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

August 12, 2021, the Board approved the issuance of 166,667 shares of the Company’s common stock for legal services rendered in

August 2021 worth $ 5,000 .

The 5,000 shares of common stock was valued at approximately $ 0.03 per share, being the closing price of the

stock on the date of grant.

The shares were issued on September 3, 2021.

September 2021, the Company issued 2,819,712 shares of the Company’s common stock to a consultant for services rendered from July

2021 to September 2021.

The Company issued 2,819,712 shares of the Company’s common stock valued at approximately $ 0.04 per share,

being the closing price of the stock on the date of grant to such consultant, or approximately $ 113,000 .

19, 2021 and September 22, 2021 Securities Purchase Agreement

August 19, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which

Geneva Roth purchased a convertible promissory note (the “August 19, 2021 Geneva Roth”) from the Company in the

aggregate principal amount of $ 103,750 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Geneva Roth any

time after the six-month anniversary of the August 19, 2021 Geneva Roth.

The August 19, 2021 Geneva Roth contains an original

discount of $ 3,750 .

The Company intends to use the net proceeds from the August 19, 2021 Geneva Roth for general working capital purposes.

maturity date of the August 19, 2021 Geneva Roth Note is August

The August 19, 2021 Geneva Roth Note bears interest at a rate of 8 % per

annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

but shall not be

payable until the August 19, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by

Additionally, effective September 22, 2021, the

Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased

a convertible promissory note (the “September 22, 2021 Geneva Roth”) from the Company in the aggregate principal amount of

$ 63,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Geneva

Roth any time after the six-month anniversary of the September 22, 2021 Geneva Roth.

The September 22, 2021 Geneva Roth contains an original

discount of $ 3,750 .

The Company intends to use the net proceeds from the September 22, 2021 Geneva Roth for general working capital purposes.

The maturity date of the September 22, 2021 Geneva Roth Note is September 22, 2022.

The September 22, 2021 Geneva Roth Note bears interest

at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

shall not be payable until the September 22, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to Geneva Roth, together with any other amounts that the Company may owe the holder under the

terms of the note, at a premium ranging from 110% to 129% as defined in the note agreement.

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above Geneva Roth notes shall be equal to a 35 %

discount of the market price which

means the average of the lowest three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of

a Notice of Conversion.

Notwithstanding the foregoing, Geneva Roth shall be restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by Geneva Roth and its affiliates, exceeds 9.99 %

of the outstanding shares of the

Company’s common stock.

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total

above Geneva Roth notes contain certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22%

per annum , or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

certain events of default may trigger penalty and liquidated damage provisions.

Changes In and Disagreements with Accountants

on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data