What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-02-20 compared with 2023-11-14 · 152 added, 183 removed, 213 unchanged (61% of the section changed)

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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 (collectively, “Propanc” or the “Company”) as of September 30, 2023 and

for the three months ended September 30, 2023 and 2022 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 for the period ended

September 30, 2023 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial

Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate

to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated

benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of December 31, 2023 and

for the six months ended December 31, 2023 and 2022 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 for the period ended December

31, 2023 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial Condition

and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly

Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described

in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans

or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits

from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results.

The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”,

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for a combinatorial therapeutic strategy may be uncovered to treat these resistant tumors.

20, 2023 Purchase Agreement

October 20, 2023, Propanc Biopharma, Inc.

(the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase a convertible promissory

note from the Company in the aggregate principal amount of $40,000 (the “Note”), such principal and the interest thereon

convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at the option of

Investor at any time after 180 days of the issuance date of the Note (the “Conversion Shares”).

The transaction closed on

October 29, 2023, and the Company intends to use the net proceeds therefrom for general working capital purposes.

conversion price for the Note is equal to 65% of the market price of the Common Stock, which is 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 of the Note.

Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for stock splits,

stock dividends or rights offerings, mergers, consolidations, reorganizations and similar events set forth in the Note.

Pursuant to the

Note, the Company is required to maintain an initial reserve of at least 500% of the number of Conversion Shares, subject to any increase

or decrease of such reserved amount to reflect the Company’s obligations under the Note.

maturity date of the Note is October 20, 2024, and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

During the first 60 days following the date of the Note, the Company has the right to prepay the principal and accrued

but unpaid interest due under the Note, together with any other amounts that the Company may owe the Investor under the terms of the

Note, at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the Investor, which increases

to (i) 115% if prepaid after 60 days, but less than 91 days from the issuance date, (ii) 120% if prepaid after 90 days, but less than

121 days from the issuance date, (iii) 125% if prepaid after 120 days, but less than 151 days from the issuance date, and (iv) 129% if

prepaid after 150 days, but less than 181 days from the issuance date.

After this initial 180-day period, the Company does not have a

right to prepay the Note.

Additionally, pursuant to the Note, so long as the Note is outstanding, the Company agreed not to sell, lease

or otherwise dispose of all or substantially all of its assets outside the ordinary course of business which would render the Company

a “shell company” as defined in Rule 144 of the Securities Act, without the Investor’s consent.

Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of

the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets

Group) or an equivalent replacement exchange, failure to comply with its reporting requirements under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), a default by the Company under any other agreements entered into with the Investor,

as well as certain customary events of default set forth in the Note, including, among others, breach of covenants, representations or

warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note.

an event of default, the Note will become immediately due and payable by the Company in an amount equal to 150% of an amount equal to

the then outstanding principal amount of the Note plus any interest accrued upon such event of default or prior events of default

12, 2023 Purchase Agreement

October 12, 2023, Propanc Biopharma, Inc.

(the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase a convertible redeemable

promissory note from the Company in the aggregate principal amount of $61,000 (the “Note”), for a purchase price of $57,500.

The transaction closed on October 16, 2023, and the Company intends to use the net proceeds therefrom for general working capital purposes.

principal and interest on the Note is convertible into shares of common stock of the Company, par value $0.001 per share (the “Common

Stock”), at the option of Investor at any time (the “Conversion Shares”).

The initial conversion price for the Conversion

Shares issuable under the Note is equal to $0.015 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

to $0.0075 per share in the event that the market price of the Common Stock trades below $0.01 per share for more than five consecutive

trading days.

In the event of a default under the Note and unless the Fixed Price is lower, such conversion price will equal the lowest

trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment

every thirty calendar days during the period in which the Company remains in default.

Pursuant to the Note, in the event that such conversion

price is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse

split of its Common Stock, as applicable.

Notwithstanding the foregoing, such conversion price and lookback periods are subject to adjustment

in favor of the Investor in the event the Company issues securities to another party with more favorable conversion terms, and such conversions

are subject to a 4.99% beneficial ownership limitation (which may be increased to 9.9% upon 60 days’ prior written notice from

the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set forth in the Note, other

than a transfer or sale of all or substantially all Company assets.

Pursuant to the Note, the Company is required to maintain an initial

reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company’s

obligations under the Note.

addition, pursuant to the Note, in the event of a transfer or sale of all or substantially all of the Company’s assets, or certain

merger, consolidation, reorganization and similar events described in the Note, the Company will be required to, upon the Investor’s

request, (i) redeem the Note in cash for 150% of the principal and accrued but unpaid interest thereon through such redemption date or

(ii) convert the unpaid principal and accrued but unpaid interest into shares of Common Stock immediately prior to such event at the

conversion price then in effect.

maturity date of the Note is April 12, 2024 and the Note bears interest at a rate of 8% per annum, which may be increased to 24% in the

event of a default.

Interest on such Note is payable only in Common Stock in accordance with the terms of conversion in the Note.

the first 60 days following the date of the Note, the Company has the right to prepay the principal and accrued but unpaid interest due

under the Note, at a 110% premium of the face amount plus accrued and unpaid interest, which increases to (i) 120% if prepaid after 60

days, but less than 121 days from the issuance date and (ii) 125% if prepaid after 120 days, but less than 181 days from the issuance

After this initial 180-day period, the Company does not have a right to prepay the Note.

Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of

the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets

Group) or an equivalent replacement exchange or lose the “bid” price of its Common Stock on such exchange (if the latter

occurs, the outstanding principal amount under the Note will increase by 20%), failure to comply with its reporting requirements with

Securities and Exchange Commission, a breach of certain covenants in the Purchase Agreement, default by the Company under any

other note issued to the Investor, as well as certain customary events of default set forth in the Note, including, among others, breach

of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and

interest due under the Note.

Upon an event of default, the Note will become immediately due and payable by the Company.

16, 2024, PRP, Lead Product Candidate

certificate of grant for the Company’s foundation patent was received from the Canadian Intellectual Property Office.

The foundation

patent covers composition claims for the Company’s lead product candidate, PRP.

In further news, the PRP dosing and method to treat

cancer stem cells (CSCs) patents were validated in countries across Europe, resulting in the Company’s IP portfolio growing to

a total of 87 patents filed in major global jurisdictions.

of Operations

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

the Three months ended September 30, 2023, as compared to the Three months ended September 30, 2022.

the three months ended September 30, 2023 and 2022, we generated no revenue because we are currently undertaking research and development

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

the Three and Six months ended December 31, 2023, as compared to the Three and Six months ended December 31, 2022.

the three and six months ended December 31, 2023 and 2022, we generated no revenue because we are currently undertaking research and

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

Administration

expense decreased to $393,828 for the three months ended September 30, 2023 as compared to $465,132 for the three months ended September

expense decreased to $318,185 for the three months ended December 31, 2023 as compared to $525,620 for the three months ended December

This decrease of approximately $207,000 is primarily attributable to a decrease of approximately $83,000 in general consulting,

legal and investor relation fees and decrease in stock-based expenses of approximately $2,000, offset by increase in accounting fees

of approximately $9,000, increase of approximately $24,000 in employee remuneration expense and increase in other general and administrative

expenses of approximately $1,000.

expenses increased to $7,149 for the three months ended September 30, 2023 as compared to $6,373 for the three months ended September

This increase of approximately $800 is primarily attributable to exchange rate movements over the period when compared to the

legal and investor relation fees and decrease in stock-based expenses of approximately $51,000, decrease in accounting fees of approximately

$13,000, decrease of approximately $91,000 in employee remuneration expense offset by increase in marketing expenses of approximately

$26,000, and increase in other general and administrative expenses of approximately $5,000.

Administration

expense decreased to $712,013 for the six months ended December 31, 2023 as compared to $990,752 for the six months ended December 31,

This decrease of approximately $279,000 is primarily attributable to a decrease of approximately $186,000 in general consulting,

legal and investor relation fees and decrease in stock-based expenses of approximately $54,000, decrease in accounting fees of approximately

$4,000, decrease of approximately $67,000 in employee remuneration expense offset by increase in marketing expenses of approximately

$26,000, and increase in other general and administrative expenses of approximately $6,000.

expenses decreased to $5,857 for the three months ended December 31, 2023 as compared to $7,506 for the three months ended December 31,

This decrease of approximately $1,600 is primarily attributable to exchange rate movements over the period when compared to the

same period in 2022.

expenses decreased to $13,006 for the six months ended December 31, 2023 as compared to $13,879 for the six months ended December 31,

This decrease of approximately $900 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2022.

and Development Expenses

and development expenses were decreased to $16,242 for the three months ended September 30, 2023 as compared to $101,325 for the three

months ended September 30, 2022.

The decrease in research and development expenses of $85,083 is primarily due to budgetary constraints

as the Company prepares to advance PRP to a First-In-Human study in advanced cancer patients in 2024.

and development expenses were increased to $114,022 for the three months ended December 31, 2023 as compared to $74,878 for the three

months ended December 31, 2022.

Research and development expenses were decreased to $130,624 for the six months ended December 31, 2023

as compared to $176,203 for the six months ended December 31, 2022.

The decrease in research and development expenses of approximately

$46,000 is primarily due to budgetary constraints as the Company prepares to advance PRP to a First-In-Human study in advanced cancer

patients in 2024.

research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was executed

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effects of pancreatic proenzymes against the tumor microenvironment.

expense increased to $178,234 for the three months ended September 30, 2023, as compared to $162,752 for the three months ended September

expense increased to $264,462 for the three months ended December 31, 2023, as compared to $98,619 for the three months ended December

Interest expense is primarily comprised of approximately $225,000 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 $3,000 for the three

months ended September 30, 2023.

and $34,000 of interest expense from accrual of interest expense and other financing fees for the three months ended December 31, 2023.

This increase in interest expense of $165,843 is primarily attributable to the increase in amortization of debt discount of approximately

$43,000 and increase of approximately $117,000 in accretion of put premium.

expense increased to $442,696 for the six months ended December 31, 2023, as compared to $261,371 for the six months ended December 31,

Interest expense is primarily comprised of approximately $400,000 of debt discount amortization and accretion of put premium and

$37,000 of interest expense from accrual of interest expense and other financing fees for the six months ended December 31, 2023.

increase in interest expense of $181,325 is primarily attributable to the increase in amortization of debt discount of approximately

offset by decrease of approximately $27,000 in accretion of put premium.

expense were increased to $77,721 for the three months ended September 30, 2023 as compared to a loss of $0 for the three months ended

September 30, 2022.

This increase is primarily attributable to the issuance of a convertible note in August 2023 to GS Capital which

$81,000 and increase of approximately $90,000 in accretion of put premium.

expense were increased to $45,658 for the three months ended December 31, 2023 as compared to a loss of $0 for the three months ended

December 31, 2022.

This increase is primarily attributable to the issuance of a convertible note in October 2023 to GS Capital which

initial value was bifurcated from the embedded conversion option and was recorded as derivative expense.

expense were increased to $123,379 for the six months ended December 31, 2023 as compared to a loss of $0 for the six months ended December

This increase is primarily attributable to the issuance of convertible notes in August 2023 and October 2023 to GS Capital

which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities were increased to a gain of $ 303,929 for the three months ended September 30, 2023 as compared

to a gain of $65,173 for the three months ended September 30, 2022.

in fair value of derivative liabilities were decreased to a (loss) of $1,771 for the three months ended December 31, 2023 as compared

to a gain of $62,335 for the three months ended December 31, 2022.

This increase in loss of approximately $64,000 is primarily attributable

to the increase in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as

a result of the issuance of a convertible note in October 2023

during the three months ended December 31, 2023.

in fair value of derivative liabilities were decreased to a gain of $302,158 for the six months ended December 31, 2023 as compared to

a gain of $127,508 for the six months ended December 31, 2022.

This increase in gain of approximately $175,000 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, 2023.

to the 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 six months ended December 31, 2023

from Settlement of accounts payable

from settlement of accounts payable was $0 for the three months ended September 30, 2023 as compared to $17,499 for the three months

ended September 30, 2022.

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.

on Extinguishment of Debt, net

the three months ended September 30, 2023 notes with principal amounts totaling $70,800, accrued interest of $5,184 and conversion fees

of $1,437 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market

value of the shares issued upon conversion was $191,043, resulting in a loss on extinguishment at the time of conversion of $113,622

and $147,932 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

gain of $34,310 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

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

from settlement of accounts payable was $0 for the six months ended December 31, 2023 as compared to $17,499 for the six months ended

December 31, 2022.

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 six months ended December 31, 2022.

(Loss) on Extinguishment of Debt, net

the six months ended December 31, 2023 there were principal aggregate amount of convertible notes of $75,300, accrued interest of $5,570

and conversion fees of $1,597 containing bifurcated embedded conversion option derivatives were converted into common stock.

the fair market value of the shares issued upon conversion was $198,753, resulting in a loss on extinguishment at the time of conversion

of $116,285 and $150,384 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting

in a net gain of $34,099 during the six months ended December 31, 2023.

the six months ended December 31, 2022, notes with principal amounts totaling $79,000 and accrued interest of $9,543 contained bifurcated

embedded conversion option derivatives.

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

Additionally, during the six months ended December 31, 2022, the Company

recognized the remaining put premium of $43,520 related to a convertible note into gain on extinguishment of debt during the six months

ended December 31, 2022.

The lender of such convertible note agreed to surrender all conversion rights in its currently held convertible

notes due to violation of Section 15(a)(1) of the Securities Exchange Act of 1934.

Currency Transaction Gain (Loss)

currency transaction gain (loss) decreased to a loss of ($15,948) for the three months ended September 30, 2023 as compared to a gain

of $36,223 for the three months ended September 30, 2022.

This decrease of approximately $52,000 is partially attributable to the decrease

in exchange rates during the three months ended September 30, 2023.

loss decreased to $350,866 for the three months ended September 30, 2023 as compared to a net loss of $617,295 for the three months ended

September 30, 2022.

currency transaction gain (loss) increased to a gain of $37,146 for the three months ended December 31, 2023 as compared to a loss of

($13,988) for the three months ended December 31, 2022.

This increase of approximately $51,000 is partially attributable to the increase

in exchange rates during the three months ended December 31, 2023.

currency transaction gain (loss) decreased to a gain of $21,198 for the six months ended December 31, 2023 as compared to a gain of $22,235

for the six months ended December 31, 2022.

This decrease of approximately $1,000 is partially attributable to the decrease in exchange

rates during the six months ended December 31, 2023.

loss increased to $584,384 for the three months ended December 31, 2023 as compared to a net loss of $485,418 for the three months ended

December 31, 2022.

The change relates to the factors discussed above.

Net loss decreased to $935,250 for the six months ended December

31, 2023 as compared to a net loss of $1,102,713 for the six months ended December 31, 2022.

The change relates to the factors discussed

Company recognized the value of the effect of a down round feature related to our Series A warrants when triggered.

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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 $142,575 and $389,235 during the three months ended September 30, 2023 and 2022,

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, 2023 and 2022, respectively.

Accordingly, the Company recognized deemed dividend of $34,585 and $19,322 during the three months ended December 31, 2023 and 2022,

respectively, and deemed dividend of $177,160 and $408,557 during the six months ended December 31, 2023 and 2022, respectively, with

a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the

three and six months ended December 31, 2023 and 2022, respectively.

loss available to common stockholders

loss available to common stockholders decreased to $493,441 for the three months ended September 30, 2023 as compared to a net loss available

to common stockholders of $1,006,530 for the three months ended September 30, 2022.

This decrease of approximately $513,000 is primarily

loss available to common stockholders increased to $618,969 for the three months ended December 31, 2023 as compared to a net loss available

to common stockholders of $504,740 for the three months ended December 31, 2022.

This increase of approximately $114,000 is primarily

attributable to the change relates to the factors discussed above.

Net loss available to common stockholder decreased to $1,112,410 for

the six months ended December 31, 2023 as compared to a net loss available to common stockholders of $1,511,270 for the six months ended

December 31, 2022.

This decrease of approximately $399,000 is primarily attributable to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of September 30, 2023, we had total assets of $180,371, comprised primarily of cash of $6,625, GST tax receivable of $2,634, prepaid

of December 31, 2023, we had total assets of $241,907, comprised primarily of cash of $71,650, GST tax receivable of $3,908, prepaid

expenses and other current assets of $12,139, refundable advance deposit of $123,127, security deposit of $2,044, operating lease ROU

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had current liabilities of $3,762,251, primarily comprised of net convertible debt of $687,650, accounts payable and accrued expenses

of $1,081,316, employee benefit liability of $579,083, loan payable of $65,280, note payable, net of $126,000 and embedded conversion

option liabilities of $119,069 as of September 30, 2022.

As compared to June 30, 2022, we had current liabilities of $3,158,229, primarily

comprised of net convertible debt of $390,539, loan payable of $65,280, accounts payable and accrued expenses of $1,546,425, employee

benefit liability of $587,618, and embedded conversion option liabilities of $423,209.

of $1,913,604, employee benefit liability of $624,654, loan payable of $65,280, loan payable – related party of $16,429, note payable,

net of $132,000 and embedded conversion option liabilities of $219,045 as of December 31, 2023.

As compared to June 30, 2022, we had

current liabilities of $3,158,229, primarily comprised of net convertible debt of $390,539, loan payable of $65,280, accounts payable

and accrued expenses of $1,546,425, employee benefit liability of $587,618, and embedded conversion option liabilities of $423,209.

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

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

the three months ended September 30, 2023 we received proceeds from issuance of note of $120,000, proceeds from issuance of convertible

notes of $220,000, and proceeds from issuance of loan payable from a related party of $153,256.

the six months ended December 31, 2023 we received proceeds from issuance of note of $120,000, proceeds from issuance of convertible

notes of $477,500, and total proceeds from issuance of loans payable from a related party of $169,685.

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

As of September 30, 2023, we had

As of December 31, 2023, we had

$71,650 in cash.

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and Uses of Cash

the Three months ended September 30,

cash used in operating activities

cash provided by financing activities

of exchange rate changes on cash

For the six months ended December 31,

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 $333,457 for the three months ended September 30, 2023, due to our net loss of $350,866 offset

primarily by non-cash charges of amortization of debt discount of $69,457, non-cash interest expense of $1,437, accretion of put premium

of $88,846, derivative expense of $77,721, foreign currency transaction loss of $15,948, addback change in fair value of derivatives

of $303,929 and gain from extinguishment of debt of $34,310.

Net changes in operating assets and liabilities totaled $96,977, which is

primarily attributable to increase in prepaid expense of $14,468, increase in refundable advance deposit of $116,169, increase accrued

interest of $15,712, increase in accounts payable of $148,834, and increase in accrued expenses and other payables of $55,693.

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

cash used in operating activities was $572,342 for the six months ended December 31, 2023, due to our net loss of $935,250 offset primarily

by non-cash charges of amortization of debt discount of $164,904, non-cash interest expense of $1,597, accretion of put premium of $234,615,

derivative expense of $123,379, foreign currency transaction gain of $21,198, addback change in fair value of derivatives of $302,158

and gain from extinguishment of debt of $34,099.

Net changes in operating assets and liabilities totaled $184,749, which is primarily

attributable to increase in prepaid expense of $5,877, increase in refundable advance deposit of $123,127, increase accrued interest

of $35,323, increase in accounts payable of $169,359, and increase in accrued expenses and other payables of $96,924.

cash used in operating activities was $734,542 for the six months ended December 31, 2022, due to our net loss of $1,102,713, offset

primarily by non-cash charges of amortization of debt discount of $83,903, stock-based compensation of $59,219, 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 $13,430, increase in accrued expenses and other payables of $15,162, and increase in accounts payable of

of $144,711, change in fair value of derivatives of $127,508, gain on extinguishment of debt of $42,910 and gain from settlement of accounts

payable of $17,499.

Net changes in operating assets and liabilities totaled $278,737, which are primarily attributable to increase in

prepaid expenses and other assets $16,724, employee benefit liability of $169,268, increase accrued interest of $31,433, increase in

accrued expenses and other payables of $97,414, and increase in accounts payable of $9,520.

Cash Flow from Financing Activities

cash provided by financing activities for the three months ended September 30, 2023 were $350,347 as compared to $494,219 for the three

months ended September 30, 2022.

During the three months ended September 30, 2023 we received net proceeds from issuance of convertible

notes of $220,000, proceeds from issuance of note of $120,000, proceeds from issuance of loan from a related party of $153,256 offset

by repayment of convertible note of $142,909.

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.

cash provided by financing activities for the six months ended December 31, 2023 were $624,276 as compared to $744,219 for the six months

ended December 31, 2022.

During the six months ended December 31, 2023 we received net proceeds from issuance of convertible notes of

$477,500, proceeds from issuance of note of $120,000, proceeds from issuance of loans from a related party of $169,685 offset by repayment

of convertible note of $142,909.

cash provided by financing activities for the six months ended December 31, 2022 was $744,219.

During the six months ended December 31,

2022, we received proceeds from the exercise of warrants of $200,000, proceeds from sale of shares of our Common Stock of $24,711, collections

of subscription receivable of $23,758, and net proceeds from issuance of convertible notes and a note payable of $495,750.

of Exchange Rate

effect of the exchange rate on cash resulted in a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023

as compared to a $30,425 positive adjustment to cash flows in the three months ended September 30, 2022.

effect of the exchange rate on cash resulted in a $9,669 negative adjustment to cash flows in the six months ended December 31, 2023

as compared to a $10,732 positive adjustment to cash flows in the six months ended December 31, 2022.

The reason for the fluctuation

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Concern Qualification

did not generate any revenue for the three months ended September 30, 2023 and 2022 and have incurred significant losses and cash used

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

did not generate any revenue for the six months ended December 31, 2023 and 2022 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

23 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