What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-05-16 · 158 added, 184 removed, 165 unchanged (67% of the section changed)

2 unchanged sentences

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned

Australian subsidiary, Propanc PTY LTD (“Propanc” or the “Company”) as of March 31, 2022 for the nine months

ended March 31, 2022 and 2021 should be read in conjunction with our unaudited financial statements and the notes to those unaudited

Australian subsidiary, Propanc PTY LTD (“Propanc” or the “Company”) As of September 30, 2022 for the three months

ended September 30, 2022 and 2021 should be read in conjunction with our unaudited financial statements and the notes to those unaudited

financial statements that are included elsewhere in this Quarterly Report on Form 10-Q.

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whether from new information, future events or otherwise.

Dollars are denoted herein by “USD,” “$” and “dollars”.

Note on COVID-

Propanc, our highest priority remains the safety, health and well-being of our employees, their families and our communities.

pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the impact it may have on our financial

10 unchanged sentences

condition and liquidity could be adversely impacted.

Dollars are denoted herein by “USD,” “$” and “dollars”.

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

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inactive precursors of enzymes.

March 22, 2022, a Notice of Allowance has been received from the US Patent and Trademark Office (USPTO) for claims involving a novel

method to treat cancer stem cells (CSC’s).

The allowed US patent protects proprietary claims capturing methods and uses for pancreatic

proenzymes to treat cancer by specifically targeting and eradicating CSCs.

It is the first allowed by the USPTO covering a method of

minimizing the progression of cancer in a patient by administering a therapeutically effective amount of two proenzymes, trypsinogen

and chymotrypsinogen, thereby preventing metastatic cancer in the patient by targeting and eradicating CSCs from solid tumors.

May 2, 2022, pharma grade raw materials were purchased for the manufacture of PRP in preparation for the Phase I First-In-Human (FIH)

study in advanced cancer patients suffering from solid tumors.

Approximately 0.5kg of trypsinogen and 2.4kg of chymtrypsinogen was procured

initially, with a second half of the same batch quantities to be purchased towards the middle of this year.

The total amount of raw materials

purchased is expected to be sufficient for the early-stage clinical development plan for PRP, which is administered by intravenous (I.V.)

injection, once weekly.

The first FIH study is planned for treatment of up to 30 to 40 patients with advanced solid tumors.

be followed by up to two 60 patient Phase II studies in patients suffering from pancreatic and ovarian tumors.

July 19, 2022, successful production of a synthetic recombinant version of the proenzyme trypsinogen was completed via the Proenzyme

Optimization Project 1 (POP1) joint research and drug discovery program.

The program is designed to produce a backup clinical compound

to the Company’s lead product candidate, PRP, which is targeting metastatic cancer from solid tumors.

On August 23, 2022, the initial

success of producing trypsinogen synthetically has now advanced to the stage where optimization of protein production is underway, whereas

purification and yield of chymotrypsinogen is currently the focus of research.

August 3, 2022, a Joint Research Collaboration Agreement was established with the Universities of Jaén and Granada, Spain.

late 2020, Mrs.

Belén Toledo Cutillas MSc, has been investigating an important experimental thesis on the effects of proenzyme

therapy and the tumor microenvironment, which is the key to the development, invasion, metastatic spread and recurrence of solid tumors.

The work is being conducted at the laboratory of Professor Macarena Perán PhD, who is the lead researcher on the project and is

the second Joint Research and Collaboration Agreement currently in progress with the two Spanish Universities.

On September 8, 2022,

proenzyme therapy was shown to have a favorable impact inhibiting, slowing, or reversing tumor development by acting as an anti-tumor

agent, decreasing tumor cell proliferation, developing a non-malignant phenotype (observable characteristics) and promoting cell adhesion

(sticking close to one another) and differentiation (cell specialization rather than stem cell like).

It was concluded that proenzyme

therapy could have a significant impact on the tumor microenvironment as a potential clinical application.

August 16, 2022, a Notice of Allowance has been received from the European Patent Office (EPO) for claims involving compositions of proenzymes

to treat cancer.

This is the second patent application allowed in this jurisdiction and expires in November, 2036.

A third patent application

is currently under examination at the EPO for a method to treat cancer stem cells, which was allowed in March this year by the US Patent

and Trademark Office (USPTO).

The field of the invention covers future dosing in planned clinical studies for the Company’s lead

product candidate, PRP.

of Operations

2 unchanged sentences

The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc

the Three and Nine months ended March 31, 2022, as compared to the Three and Nine months ended March 31, 2021

the three and nine months ended March 31, 2022 and 2021, we generated no revenue because we are currently undertaking research and development

the Three months ended September 30, 2022, as compared to the Three months ended September 30, 2021.

the three months ended September 30, 2022 and 2021, we generated no revenue because we are currently undertaking research and development

activities for market approval and no sales were generated in this period.

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Administration

expense increased to $443,629 for the three months ended March 31, 2022 as compared to $373,834 for the three months ended March 31,

expense increased to $465,132 for the three months ended September 30, 2022 as compared to $431,740 for the three months ended September

This increase of approximately $33,000 is primarily attributable to an increase of approximately $159,000 in general consulting,

legal and investor relation fees, increase in accounting fees of approximately $19,000, increase in stock-based expenses of approximately

$2,000, increase in other general and administrative expenses of approximately $8,000, offset by decrease in marketing expenses of approximately

$24,000 and a decrease of approximately $45,000 in employee remuneration expense.

Administration

expense increased to $1,221,533 for the nine months ended March 31, 2022 as compared to $913,124 for the nine months ended March 31,

This increase of approximately $308,000 is primarily attributable to an increase of approximately $135,000 in stock-based expenses

for services, increase of approximately $256,000 in general consulting, legal and investor relation fees, increase in accounting fees

of approximately $10,000, and increase in other general and administrative expenses of approximately $2,000, offset by a decrease in

approximately $71,000 in employee remuneration expense and decrease in marketing expenses of approximately $24,000.

expenses decreased to $8,157 for the three months ended March 31, 2022 as compared to $9,231 for the three months ended March 31, 2021.

This decrease of approximately $1,000 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2021.

expense decreased to $22,443 for the nine months ended March 31, 2022 as compared to $26,185 for the nine months ended March 31, 2021.

This decrease of approximately $3,700 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2021.

legal and investor relation fees, increase in accounting fees of approximately $3,000, increase of approximately $19,000 in employee

remuneration expense and increase in other general and administrative expenses of approximately $3,000, offset by decrease in stock-based

expenses of approximately $151,000.

expenses decreased to $6,373 for the three months ended September 30, 2022 as compared to $7,736 for the three months ended September

This decrease of approximately $1,400 is primarily attributable to exchange rate movements over the period when compared to

the same period in 2021.

and Development Expenses

and development expenses were increased to $50,395 for the three months ended March 31, 2022 as compared to $44,887 for the three months

ended March 31, 2021.

Research and development expenses increased to $147,702 for the nine months ended March 31, 2022 as compared to

$145,898 for the nine months ended March 31, 2021.

expense increased to $167,375 for the three months ended March 31, 2022 as compared to $102,901 for the three months ended March 31,

This increase of approximately $64,000 is primarily attributable to an increase in amortization of debt discount of approximately

$9,000 for three months ended March 31, 2022, increase in default penalty fees of approximately $4,000, increases in accretion of put

premium interest expense of approximately $65,000, offset by a decrease in accrual of interest expense for a total of $10,000 and decrease

in conversion fees of $4,000 for the nine months ended March 31, 2022.

expense increased to $455,133 for the nine months ended March 31, 2022 as compared to $420,017 for the nine months ended March 31, 2021.

This increase of approximately $35,000 is primarily attributable to a decrease in amortization of debt discount of approximately $105,000

for nine months ended March 31, 2022, decrease in prepayment and default penalty fees of approximately $9,000, decrease in conversion

fees of $11,000 and decrease in accrual of interest expense for a total of $21,000, offset by an increase in accretion of put premium

interest expense of approximately $181,000 for the nine months ended March 31, 2022.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities were increased to a gain of $165,365 for the three months ended March 31, 2022 as compared to

a loss of $55,158 for the three months ended March 31, 2021.

This increase in gain of approximately $220,000 is primarily attributable

to a decrease in fair value of the principal amount of a convertible note with bifurcated embedded conversion option derivatives during

the three months ended March 31, 2022.

in fair value of derivative liabilities were decreased to a loss of $2,392 for the nine months ended March 31, 2022 as compared to a

loss of $7,156 for the nine months ended March 31, 2021.

This decrease in loss of approximately $4,800 is primarily attributable to an

increase in fair value of the principal amount of a convertible note with bifurcated embedded conversion option derivatives during the

nine months ended March 31, 2022.

from Settlement of Debt, net

the three and nine months ended March 31, 2021, the Company recorded gain from settlement of debt, net of $48,390 relating to two transactions.

On March 22, 2021, the Company entered into a settlement agreement with our former counsel, 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,

Prior to the settlement agreement, the Company recorded total accounts payable and accrued expenses $142,660.

Accordingly, the

Company recognized gain from settlement of debt of $91,628 during the nine months ended March 31, 2021.

and development expenses were increased to $101,325 for the three months ended September 30, 2022 as compared to $46,554 for the three

months ended September 30, 2021.

The increase in research and development expenses is primarily attributable to the two-year collaboration

agreement with University Jaén which was executed in October 2020 to provide certain research services to the Company.

Additionally,

on March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement with Regal Consulting, LLC whereby both parties

agreed to settle all claims and liabilities under the August 10, 2017 convertible note 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 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 due under this convertible note in cash at any time more than 60 days after March 15, 2021.

Prior to the Settlement and Mutual Release 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 nine months ended March 31, 2021.

was no comparable transaction during the three and nine months ended March 31, 2022.

on July 27, 2022, the Company entered into another two-year research agreement with the University of Jaén to provide certain

research and experiment services to the Company.

expense increased to $162,752 for the three months ended September 30, 2022, as compared to $109,853 for the three months ended September

Interest expense is primarily comprised of approximately $147,000 of debt discount amortization and accretion of put premium

and interest expense from accrual of interest expense and other financing fees for a total of approximately $15,000 for the for the three

months ended September 30, 2022.

increase in interest expense of $52,899 is primarily attributable to the increase of approximately $26,000 in accretion of put

premium and increase in amortization of debt discount of approximately $25,000.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities were increased to a gain of $65,173 for the three months ended September 30, 2022 as

compared to a loss of $3,904 for the three months ended September 30, 2021.

This increase in gain of approximately $69,000 is

primarily attributable to a decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion

option derivatives as a result of the decrease in stock prices during the three months ended September 30, 2022.

from Settlement of accounts payable

from settlement of accounts payable was $17,499 for the three months ended September 30, 2022 as compared to $0 for the three months ended September

On August 16, 2022, the Company and a third-party investor relations consultant agreed to settle an outstanding payable of

$23,050 in exchange for 2,305,000 warrants to purchase the Company’s common stock at $0.01 per share with an expiry date of August

16, 2025 and fair market value of $5,551.

Accordingly, the Company recognized gain from settlement of accounts payable of $17,499 during the three

months ended September 30, 2022.

Loss on Extinguishment of Debt, net

were no notes converted that contained bifurcated embedded conversion option derivatives for the nine months ended March 31, 2022.

the nine months ended March 31, 2021, notes were converted with principal amounts totaling $95,000 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 the derivative fair value was recorded as a gain on extinguishment at the time of conversion of $130,975,

resulting in a gain on extinguishment of debt, net of $50,607.

Currency Transaction Gain (Loss)

currency transaction increased to a gain of $41,717 for the three months ended March 31, 2022 as compared to a gain of $6,984 for the

three months ended March 31, 2021.

This increase of approximately $35,000 is primarily attributable to the increase in exchange rates

during the three months ended March 31, 2022.

currency transaction decreased to a gain of $40,631 for the nine months ended March 31, 2022 as compared to a gain of $54,179 for the

nine months ended March 31, 2021.

This decrease of approximately $13,500 is primarily attributable to a decrease in exchange rates during

the nine months ended March 31, 2022.

loss increased to $462,687 for the three months ended March 31, 2022 as compared to a net loss of $417,738 for the three months ended

March 31, 2021.

The change relates to the factors discussed above.

Net loss increased to $1,753,322 for the nine months ended March 31,

2022 as compared to a net loss of $1,246,926 for the nine months ended March 31, 2021.

the three months ended September 30, 2022, notes with principal amounts totaling $79,000 and accrued interest of $9,543 contained

bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $195,952, resulting

in a loss on extinguishment at the time of conversion of $107,409 and $106,799 of derivative fair value liability was recorded as a

gain on extinguishment at the time of conversion, resulting in a net loss of $610.

Currency Transaction Gain

currency transaction gain decreased to a gain of $36,223 for the three months ended September 30, 2022 as compared to a gain of

$109,129 for the three months ended September 30, 2021.

This decrease of approximately $73,000 is partially attributable to the

decrease in exchange rates during the three months ended September 30, 2022.

loss increased to $617,295 for the three months ended September 30, 2022 as compared to a net loss of $490,658 for the three months ended

September 30, 2021.

The change relates to the factors discussed above.

Company recognized the value of the effect of a down round feature related to our Series A 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 $237,389 and $445,631 and a corresponding reduction of income available to common

stockholders upon the alternate cashless exercise of these warrants during the three and nine months ended March 31, 2022.

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 $389,235 and $114,844 during the three months ended

September 30, 2022 and 2021, respectively, and a corresponding reduction of income available to common stockholders upon the

alternate cashless exercise of these warrants during the three months ended September 30, 2022 and 2021, respectively.

loss available to common stockholders

loss available to common stockholders increased to $700,076 for the three months ended March 31, 2022 as compared to a net loss available

to common stockholders of $417,738 for the three months ended March 31, 2021.

This increase of approximately $282,000 is primarily attributable

to the change relates to the factors discussed above.

loss available to common stockholders increased to $2,198,953 for the nine months ended March 31, 2022 as compared to a net loss available

to common stockholders of $1,246,926 for the nine months ended March 31, 2021.

This increase of approximately $952,000 is primarily attributable

to the change relates to the factors discussed above.

loss available to common stockholders increased to $1,006,530 for the three months ended September 30, 2022 as compared to a net loss

available to common stockholders of $605,502 for the three months ended September 30, 2021.

This increase of approximately $401,000 is

primarily attributable to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of March 31, 2022, we had total assets of $169,460, comprised primarily of cash of $133,885, GST tax receivable of $2,216, prepaid expenses

and other current assets of $8,405, deferred offering costs of $20,000, security deposit of $2,248 and property and equipment, net of

As compared to June 30, 2021, we had total assets of $13,101, comprised primarily of cash of $2,255, GST tax receivable of $4,341,

security deposit of $2,250 and property and equipment, net of $4,255.

of September 30, 2022, we had total assets of $94,254, comprised primarily of cash of $19,396, GST tax receivable of $2,701, prepaid

expenses and other current assets of $15,765, security deposit of $1,930, operating lease ROU asset, net of $53,025, and property and

equipment, net of $1,437.

As compared to June 30, 2022, we had total assets of $81,651, comprised primarily of cash of $4,067, GST tax

receivable of $2,342, prepaid expenses and other current assets of $8,621, property and equipment, net, of $2,023, operating lease ROU

asset, net of $62,523, and security deposit of $2,075.

had current liabilities of $2,822,426, primarily comprised of net convertible debt of $913,641, accounts payable and accrued expenses

of $1,453,771, employee benefit liability of $442,018, and embedded conversion option liabilities of $56,612 as of March 31, 2022.

compared to June 30, 2021, 3,080,674, primarily comprised of net convertible debt of $624,583, accounts payable and accrued expenses

of $1,894,486, employee benefit liability of $418,538, and embedded conversion option liabilities of $54,220 as of June 30, 2021.

of $1,347,944, employee benefit liability of $397,171, and embedded conversion option liabilities of $72,958 as of September 30, 2022.

As compared to June 30, 2022, we had current liabilities of $3,062,981, primarily comprised of net convertible debt of $984,260, accounts

payable and accrued expenses of $1,409,138, employee benefit liability of $415,799, and embedded conversion option liabilities of $151,262.

have funded our operations primarily through the issuance of equity and/or convertible securities for cash.

1 unchanged sentence

for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants and travel.

the nine months ended March 31, 2022 we received proceeds from exercise of warrants of $475,000 and net proceeds from issuance of convertible

notes of $641,500.

the three months ended September 30, 2022 we received proceeds from exercise of warrants of $100,000, proceeds from issuance of convertible

notes of $345,750, proceeds from sale of our stocks of $24,711 and proceeds from collection of subscription receivable of $23,758.

have substantial capital resource requirements and have incurred significant losses since inception.

As of March 31, 2022, we had $133,885

As of September 30, 2022, we had

$19,396 in cash.

We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business plan.

requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we presently do

not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources are unavailable

at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing from financial

institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain such financing

would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability

to complete ongoing activities in connection with our research and development programs.

Such capital requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we

presently do not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources

are unavailable at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing

from financial institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain

such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting

our ability to complete ongoing activities in connection with our research and development programs.

and Uses of Cash

the Nine months ended

cash used in operating activities

$ (1,025,306 )

cash provided by financing activities

of exchange rate changes on cash

For the Three months ended

September 30,

Net cash used in operating activities

Net cash provided by financing activities

Effect of exchange rate changes on cash

Cash Flow from Operating Activities

cash used in operating activities was $1,025,306 for the nine months ended March 31, 2022, due to our net loss of $1,753,322 offset primarily

by non-cash charges of amortization of debt discount of $24,942, stock-based compensation of $62,154, accretion of put premium of $380,962,

change in fair value of derivatives of $2,392 and issuance and amortization of common stock for services of $222,452.

cash used in operating activities was $509,315 for the three months ended September 30, 2022, due to our net loss of $617,295 offset

primarily by non-cash charges of amortization of debt discount of $31,275, stock-based compensation of $2,408, accretion of put premium

of $115,769, change in fair value of derivatives of $65,173 and issuance and gain from settlement of debt of $17,499.

Net changes in

operating assets and liabilities totaled $71,209, which is primarily attributable to increase in employee benefit liability of $10,415,

increase accrued interest of $45,495, increase in accrued expenses and other payables of $43,285, offset by a decrease in accounts payable

cash used in operating activities was $908,977 for the nine months ended March 31, 2021, due to our net loss of $1,246,926, offset primarily

by non-cash charges of amortization of debt discount of $130,418, stock-based compensation of $129,665 non-cash interest expense of $12,750,

accretion of put premium of $200,410, change in fair value of derivatives of $7,156 addback foreign currency transaction gain of $54,179,

gain from settlement of debt of $48,390 and $50,607 gain on extinguishment of debt.

Net changes in operating assets and liabilities totaled

$9,259, which is primarily attributable to increase in accounts payable of $110,877, employee benefit liability of $32,685, accrued interest

of $61,022, offset by decrease in accrued expenses of $195,158.

increase accrued interest of $13,430, increase in accrued expenses and other payables of $15,162, and increase in accounts payable of

cash used in operating activities was $486,758 for the three months ended September 30, 2021, due to our net loss of $490,658 offset

primarily by non-cash charges of amortization of debt discount of $6,074, stock-based compensation of $154,140 non-cash interest expense

of $2,250, accretion of put premium of $90,192, change in fair value of derivatives of $3,904 addback foreign currency transaction gain

Net changes in operating assets and liabilities totaled $144,040, which is primarily attributable to increase in prepaid

expense of $8,353, increase accrued interest of $11,338 offset by decrease in accounts payable of $137,927 and decrease in accrued expenses

Cash Flow from Financing Activities

cash provided by financing activities for the nine months ended March 31, 2022 were $1,116,500 as compared to $808,044 for the nine months

ended March 31, 2021.

During the nine months ended March 31, 2022 we received proceeds from the exercise of warrants of $475,000 and

net proceeds from issuance of convertible notes of $641,500.

During the nine months ended March 31, 2021 we received proceeds from the

exercise of warrants of $526,044 and net proceeds from issuance of convertible notes of $325,000, offset by repayments of convertible

notes of $43,000.

cash provided by financing activities for the three months ended September 30, 2022 were $494,219 as compared to $435,000 for the three

months ended September 30, 2021.

During the three months ended September 30, 2022 we received proceeds from the exercise of warrants

of $100,000, proceeds from sale of common stock of $24,711, collections of subscription receivable of $23,758, and net proceeds from

issuance of convertible notes of $345,750.

During the three months ended September 30, 2021 we received proceeds from the exercise of

warrants of $275,000 and net proceeds from issuance of convertible notes of $160,000.

of Exchange Rate

effect of the exchange rate on cash resulted in a $40,436 positive adjustment to cash flows in the nine months ended March 31, 2022 as

compared to an adjustment of $48,365 positive adjustment to cash flows in the nine months ended March 31, 2021.

The reason for the fluctuation

is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period

and the daily fluctuation in exchange rates

effect of the exchange rate on cash resulted in a $30,425 positive adjustment to cash flows in the three months ended September 30, 2022

as compared to an adjustment of $95,320 positive adjustment to cash flows in the three months ended September 30, 2021.

The reason for

the fluctuation is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions

within each period and the daily fluctuation in exchange rates.

Accounting Estimates

84 unchanged sentences

Concern Qualification

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

of the Company as a going concern.

For the nine months ended March 31, 2022, the Company had no revenues, had a net loss of $1,753,322,

and had net cash used in operations of $1,025,306.

Additionally, as of March 31, 2022, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $2,972,374, $2,947,420, and $60,398,419, 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 issue date of this Quarterly Report.

unaudited condensed 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.

did not generate any revenue for the three months ended September 30, 2022 and 2021 and have incurred significant losses and cash used

in operations, and such losses and use of cash are expected to continue.

Our independent registered public accounting firm has included

a “Going Concern Qualification” in their audit report for each of the fiscal years ended June 30, 2022 and 2021.

we have negative working capital and convertible debt that is past maturity that we are currently negotiating with lenders in order to

amend the maturity dates.

The foregoing raises substantial doubt about our ability to continue as a going concern for a period of 12

months from the issue date of this report.

Our ability to continue as a going concern is dependent on our ability to execute our strategy

and on our ability to raise additional funds and/or to consummate a public offering.

Management is currently seeking additional funds,

primarily through the issuance of equity and/or debt securities for cash to operate our business.

No assurance can be given that any

future financing will be available or, if available, that it will be on terms that are satisfactory to us.

Even if we are able to obtain

additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution

for our stockholders, in case of equity and/or convertible debt financing.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

The “Going Concern Qualification” might make it substantially more

difficult to raise capital.

Sheet Arrangements

4 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis