What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2024-02-20 · 551 added, 458 removed, 1311 unchanged (43% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets at December 31, 2023 (unaudited) and June 30, 2023

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and six months in the periods ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

AND SUBSIDIARY

Consolidated Balance Sheets at March 31, 2024 (unaudited) and June 30, 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and nine months in the periods ended March

31, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023 (unaudited)

to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

5 unchanged sentences

current assets

advance deposit

TOTAL CURRENT ASSETS

33 unchanged sentences

500,000 shares previously authorized;

0 shares issued and outstanding as of December 31, 2023 and June 30, 2023

0 shares issued and outstanding as of March 31, 2024 and June 30, 2023

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding as of December 31, 2023 and June 30, 2023

1 share issued and outstanding as of March 31, 2024 and June 30, 2023

Preferred stock, value

2 unchanged sentences

shares authorized;

36,169,023 and 6,031,250 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively

109,706,411 and 6,031,250 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

Common stock issuable ( 0 and 1,621,653 shares

as of December 31, 2023 and June 30, 2023, respectively)

as of March 31, 2024 and June 30, 2023, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive

11 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended December 31,

the six months ended December 31,

the three months ended

the nine months ended

OPERATING EXPENSES

5 unchanged sentences

( 1,276,150 )

( 1,567,043 )

OTHER INCOME (EXPENSE)

40 unchanged sentences

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

Comprehensive

2 unchanged sentences

Stockholders’

Balance at June 30, 2022

at June 30, 2022

$ ( 61,557,893 )

$ ( 3,023,649 )

Issuance of common stock for cash

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for issuable shares

Issuance of common stock for exercise of warrants

Issuance of common stock for alternate cashless

exercise of warrants

Reclassification of put premium upon debt conversion

Stock based compensation in connection with

stock warrant grant

Warrant grant for settlement of accounts payable

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise

Net loss for the three months ended September

Balance at September 30, 2022

of common stock for cash

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for issuable shares

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock warrant grant

grant for settlement of accounts payable

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2022

at September 30, 2022

( 62,564,423 )

( 2,767,535 )

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for issuable shares

Issuance of common stock for exercise of warrants

Issuance of common stock for alternate cashless

exercise of warrants

Issuance of common stock for services

Issuance of common stock in connection with

a note payable

Reclassification of put premium upon debt conversion

Foreign currency translation loss

Deemed dividend upon alternate cashless exercise

Net loss for the three months ended December

Balance at December

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for issuable shares

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

of common stock for services

of common stock in connection with a note payable

Reclassification

of put premium upon debt conversion

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2022

at December 31, 2022

( 63,069,163 )

( 2,915,417 )

of common stock for conversion of convertible debt and accrued interest

of common stock for exercise of warrants

Reclassification

of put premium upon debt conversion

of Series A Preferred Stock

currency translation loss

loss for the three months ended March 31, 2023

at March 31, 2023

$ ( 63,878,972 )

$ ( 2,941,414 )

Comprehensive

Stockholders’

Balance at June

at June 30, 2023

$ ( 64,684,732 )

$ ( 3,117,179 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

alternate cashless exercise of warrants

Issuance of common stock for

issuable shares

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for alternate cashless exercise of warrants

of common stock for issuable shares

( 1,621,653 )

Reclassification of put premium

upon debt conversion

Relative fair value of warrant

granted in connection with a loan payable - related party

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Net loss for the three

months ended September 30, 2023

Reclassification

of put premium upon debt conversion

fair value of warrant granted in connection with a loan payable - related party

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2023

at September 30, 2023

1 unchanged sentence

( 2,989,259 )

at September 30, 2023

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for alternate cashless exercise of warrants

of common stock for issuable shares

Reclassification

of put premium upon debt conversion

of common stock for cash

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2023

at December 31, 2023

( 65,797,142 )

( 3,563,599 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

alternate cashless exercise of warrants

Issuance of common stock for

issuable shares

Reclassification of put premium

upon debt conversion

Issuance of common stock for

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Net loss for the three

months ended December 31, 2023

at December 31, 2023

( 65,797,142 )

( 3,563,599 )

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for alternate cashless exercise of warrants

of common stock for cash

of subscription receivable

Reclassification

of put premium upon debt conversion

currency translation loss

currency translation gain (loss)

dividend upon alternate cashless exercise of warrants

loss for the three months ended March 31, 2024

at March 31, 2024

$ ( 66,339,642 )

$ ( 3,699,517 )

$ ( 66,339,642 )

$ ( 3,699,517 )

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

the six months ended December 31,

the nine months ended

CASH FLOWS FROM OPERATING

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Accretion of put premium

Changes in Assets

and Liabilities:

in Assets and Liabilities:

GST receivable

Prepaid expenses and other

Refundable advance deposit

Accounts payable

17 unchanged sentences

Effect of exchange rate changes on cash

NET INCREASE IN CASH

NET (DECREASE) INCREASE

CASH AT BEGINNING OF

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

As of December 31,

As of March 31, 2024,

there has been no activity within this entity.

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of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring

adjustments) necessary to present fairly our consolidated results of operations for the three and six months ended December 31, 2023

and 2022 and cash flows for the six months ended December 31, 2023 and 2022 and our consolidated financial position at December 31, 2023

have been made.

The Company’s results of operations for the six months ended December 31, 2023 are not necessarily indicative of

the operating results to be expected for the full fiscal year ending June 30, 2024.

adjustments) necessary to present fairly our consolidated results of operations for the three and nine months ended March 31, 2024 and

2023 and cash flows for the nine months ended March 31, 2024 and 2023 and our consolidated financial position at March 31, 2024 have

The Company’s results of operations for the nine months ended March 31, 2024 are not necessarily indicative of the operating

results to be expected for the full fiscal year ending June 30, 2024.

information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have

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Propanc (UK) Limited

was an inactive wholly-owned subsidiary through December 31, 2023.

was an inactive wholly-owned subsidiary through March 31, 2024.

preparation of financial statements in conformity with 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, 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.

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 collectability of a refundable advance deposit, valuation of the operating lease liability and

related right-of-use asset, valuation of derivatives, 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.

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measuring the intercompany balances as a component of other income (expenses) titled foreign currency transaction gain (loss).

December 31, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ ( 408,000 ) and $ 485,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of December 31, 2023, which is included as component

March 31, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $ 416,000 and $ 556,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of March 31, 2024, which is included as component

of accumulated other comprehensive income on the accompanying consolidated balance sheet.

of December 31, 2023 and June 30, 2023, the exchange rates used to translate amounts in Australian dollars into USD for the purposes

of preparing the consolidated financial statements were as follows:

of March 31, 2024 and June 30, 2023, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of

preparing the consolidated financial statements were as follows:

SCHEDULE OF TRANSACTION EXCHANGE RATES

3 unchanged sentences

AUD exchange rate

change in Accumulated Other Comprehensive Income by component during the six months ended December 31, 2023 was as follows:

change in Accumulated Other Comprehensive Income by component during the nine months ended March 31, 2024 was as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

3 unchanged sentences

translation loss

Ending balance, December 31, 2023

Ending balance, March 31, 2024

Value of Financial Instruments and Fair Value Measurements

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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.

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 11 - Derivative Financial Instruments and Fair Value Measurements.

4 unchanged sentences

There were no cash equivalents

as of December 31, 2023 or June 30, 2023.

Advance Deposit

advance deposit of $ 123,127 and $ 0 at December 31, 2023 and June 30, 2023, respectively, consists primarily of a deposit paid to a potential

lender to be used as payment for a loan insurance premium related to a future loan transaction with the Company.

In the event, the future

loan transaction does not close, the potential lender shall return the refundable advance deposit.

The Company and the potential lender

are going through the loan process.

as of March 31, 2024 or June 30, 2023.

Refundable Advance Deposit

In August 2023, the Company

paid a refundable advance deposit of $ 123,127 which consisted primarily of a deposit paid to a potential lender to be used as payment

for a loan insurance premium related to a future loan transaction with the Company.

In the event, the future loan transaction does not

close, the potential lender shall return the refundable advance deposit.

During the nine months ended March 31, 2024, the Company recorded

an allowance for the recoverability of this refundable advance deposit of $ 123,127 .

and Equipment

8 unchanged sentences

estimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

3 unchanged sentences

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through December 31, 2023 were expensed immediately.

products are not currently approved for market, all patent costs incurred from 2013 through March 31, 2024 were expensed immediately.

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

21 unchanged sentences

which are disclosed as operating cash flows.

of December 31, 2023, and June 30, 2023, the Company was owed $ 3,908 and $ 2,867 , respectively, from the Australian Taxation Office.

of March 31, 2024, and June 30, 2023, the Company was owed $ 5,265 and $ 2,867 , respectively, from the Australian Taxation Office.

amounts were fully collected subsequent to the balance sheet reporting dates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes With Variable Conversion Options

23 unchanged sentences

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

Total research and development costs for the six months ended December 31, 2023 and 2022 were $ 130,264 and $ 176,203 , respectively.

Total research and development costs for the nine months ended March 31, 2024 and 2023 were $ 195,712 and $ 242,223 , respectively.

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

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

the six months ended December 31, 2023 and 2022, the Company applied for, and received from the Australian Taxation Office, a research

the nine months ended March 31, 2024 and 2023, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 128,895 and $ 131,037 , respectively, which is reflected as a tax benefit in the accompanying

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legal costs for litigation are charged to expense as incurred.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under

9 unchanged sentences

and administrative expenses.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Diluted Net Loss Per Common Share

10 unchanged sentences

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

The Company’s CEO holds Series B Preferred Stock that, when combined,

confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse

split the stock as considered necessary.

Such securities are considered dilutive securities

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The Company is currently assessing the impact the new guidance will have on our consolidated financial statements.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

For the six months ended December 31, 2023, the Company had no revenues, had a net loss of $ 935,250 ,

For the nine months ended March 31, 2024, the Company had no revenues, had a net loss of $ 1,461,950

and had net cash used in operations of $ 675,152 .

Additionally, As of December 31, 2023, the Company had a working capital deficit, stockholders’

Additionally, as of March 31, 2024, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 3,675,129 , $ 3,699,517 , and $ 66,339,642 , respectively.

4 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following as of December 31, 2023 and June 30, 2023.

and equipment consist of the following as of March 31, 2024 and June 30, 2023.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

3 unchanged sentences

and equipment

expense for the three months ended December 31, 2023 and 2022 were $ 114 and $ 422 , respectively.

Depreciation expense for the six months

ended December 31, 2023 and 2022 were $ 248 and $ 895 , respectively.

expense for the three months ended March 31, 2024 and 2023 were $ 49 and $ 450 , respectively.

Depreciation expense for the nine months

ended March 31, 2024 and 2023 were $ 297 and $ 1,345 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

5 unchanged sentences

The total amount owed the former director

at December 31, 2023 and June 30, 2023 were $ 30,293 and $ 29,630 , respectively.

at March 31, 2024 and June 30, 2023 were $ 28,972 and $ 29,630 , respectively.

The Company plans to repay the advances as its cash resources

1 unchanged sentence

from Former Director - Related Party

from the Company’s former director at December 31, 2023 and June 30, 2023 were $ 50,416 and $ 49,314 , respectively.

The loan bears

no interest and is payable on demand.

The Company did not repay any amount on this loan during the six months ended December 31, 2023

and 2022, respectively (see Note 9).

from the Company’s former director at March 31, 2024 and June 30, 2023 were $ 48,218 and $ 49,314 , respectively.

The loan bears no

interest and is payable on demand.

The Company did not repay any amount on this loan during the nine months ended March 31, 2024 and

2023, respectively (see Note 9).

payable - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 16,429 .

November 2023 and February 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an

aggregate of $ 32,616 .

The loans bear no interest and are payable on demand.

The loans payable amounted to $ 16,429 and $ 0 as of December 31, 2023 and June 30,

2023, respectively.

The loans payable amounted to $ 32,616 and $ 0 as of March

31, 2024 and June 30, 2023, respectively.

payable -long-term- Related Party

17 unchanged sentences

Note) held by a third-party investor and which had been in default (see Note 6).

interest from this loan amounted to $ 11,337 as of March 31, 2024.

Amortization of debt discount from this loan for the nine months ended

March 31, 2024 was $ 34,756 .

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 106,328 as of

March 31, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 46,928 .

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

interest from this loan amounted to $ 7,516 as of December 31, 2023.

Amortization of debt discount from this loan for the six months ended

December 31, 2023 was $ 23,042 .

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 118,042 as

of December 31, 2023 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term –

related party, net of discount of $ 35,214 .

Bridge Securities Purchase Agreement

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”),

pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which

had a remaining principal balance of $ 65,280 as of December 31, 2023 (see Note 6).

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown

Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge

Note”), which had a remaining principal balance of $ 65,280

as of March 31, 2024 (see Note 6).

The maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

The Crown Bridge Note bore interest at a default interest rate of 15 % per annum.

In August 2022, the

SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including

the Crown Bridge Note.

Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $ 65,280 from

a convertible note into a loan payable.

Additionally, the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment

of debt during fiscal year 2023.

The total accrued interest from this loan amounted to $ 40,658 and $ 35,722 as of December 31, 2023 and

June 30, 2023, respectively.

The Crown Bridge Note bore interest at a default interest rate of 15 %

In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

Crown Bridge agreed to surrender all conversion rights in its

currently held convertible notes, including the Crown Bridge Note.

Consequently, during fiscal year 2023, the Company reclassified

the remaining principal balance of $ 65,280

from a convertible note into a loan payable which is the principal balance at March 31, 2024 and June 30, 2023.

Additionally, the Company recorded the remaining put premium of $ 43,520

into gain on extinguishment of debt during fiscal year 2023.

The total accrued interest from this loan amounted to $ 43,100

as of March 31, 2024 and June 30, 2023, respectively.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 43,100 accrued interest, which includes

7 unchanged sentences

of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%

if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023, unless the Company and

the Lender agree to otherwise effect repayment.

The Promissory Note contains certain customary events of default set forth in the Promissory

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 Promissory Note.

interest from this note amounted to $ 6,322 as of December 31, 2023.

Amortization of debt discount from the promissory note for the six

months ended December 31, 2023 was $ 12,000 .

The total principal outstanding under this note was $ 132,000 and remaining debt discount

of $ 0 as of December 31, 2023 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 .

Company’s convertible notes outstanding at December 31, 2023 and June 30, 2023 were as follows:

if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity

date), unless the Company and the Lender agree to otherwise effect repayment .

The Promissory Note contains certain customary events of

default set forth in the Promissory 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 Promissory Note.

On May 7, 2024, the August 2023

Lender notified the Company that the 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory

Note to September 30, 2024.

interest from this note amounted to $ 12,245 as of March 31, 2024.

Amortization of debt discount from the promissory note for the nine

months ended March 31, 2024 was $ 12,000 .

The total principal outstanding under this note was $ 132,000 and remaining debt discount of

$ 0 as of March 31, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 .

Company’s convertible notes outstanding at March 31, 2024 and June 30, 2023 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

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The Crown Bridge Note bore interest at a default interest rate of 15 % per annum.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

3 unchanged sentences

at the then-applicable conversion price.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price of the Crown Bridge Note was equal to 60% (representing a 40% discount) of the lowest closing bid price of the common

35 unchanged sentences

shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contains debt issue costs of $ 5,000 .

The Company uses the net proceeds for general working capital

The maturity date is June 29, 2024 .

The July 6, 2023 1800 Diagonal Note contained debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital

The maturity date was June 29, 2024 .

19, 2023 Securities Purchase Agreement

3 unchanged sentences

of 1800 Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note.

The July 19, 2023 1800 Diagonal Note contains debt

The July 19, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date is July 19, 2024 .

The maturity date was July 19, 2024 .

16, 2023 Securities Purchase Agreement

7 unchanged sentences

The maturity date is August 16, 2024 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

20, 2023 Securities Purchase Agreement

16 unchanged sentences

The maturity date is September

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following terms shall apply to all the above 1800 Diagonal notes:

8 unchanged sentences

right to prepay such note.

conversion price for the above 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, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

The Company treats these convertible notes as stock settled debt under ASC 480 and accordingly the Company recorded a total of

$ 134,615 was recorded during the six months ended December 31, 2023.

conversion price for the above 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, 1800 Diagonal shall be restricted from

effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by 1800

Diagonal and its affiliates, exceeds 9.99 %

of the outstanding shares of the Company’s common stock.

The Company treats these convertible notes as stock settled debt

under ASC 480 and accordingly the Company recorded a total debt premium of $ 134,615

which was recorded during the nine months ended March 31, 2024.

above notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.

11 unchanged sentences

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 110,040 and accrued interest of $ 5,353 as

of December 31, 2023.

of March 31, 2024 following conversion of $ 139,960 of the principal balance and $ 4,263 accrued interest during the three months ended

March 31, 2024.

Accordingly, $ 75,363 of the put premium was released to additional paid in capital in respect to the 1800 Diagonal financing

agreements during the nine months ended March 31, 2024 following conversion of the principal balance.

Capital Securities Purchase Agreements

21 unchanged sentences

The transaction contemplated by such purchase agreement closed on February 14, 2023.

14, 2023 One44 Note contains an original issue discount amount of $ 11,111 .

14, 2023 One44 Note contained an original issue discount amount of $ 11,111 .

Pursuant to the terms of such purchase agreement, the Company

2 unchanged sentences

capital purposes.

The maturity date of the February 14, 2023 One44 Note is February 14, 2024.

The February 14, 2023 ONE44 Note bears

interest at a rate of 10 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date

or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The maturity date of the February 14, 2023 One44 Note was February 14, 2024.

The February 14, 2023 ONE44 Note bore

interest at a rate of 10 % per annum, which interest was payable in shares of common stock, but shall not be payable until the maturity

date or upon acceleration or by prepayment of such note.

8, 2023 Securities Purchase Agreement

13 unchanged sentences

or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following terms shall apply to all of the above ONE44 note:

4 unchanged sentences

not have a right to prepay such note.

conversion price for the above ONE44 notes ranges from 60 % to 65 % (representing a 35 % to 40 % discount) of the market price of the common

stock, which is based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to

the delivery of a notice of conversion.

Notwithstanding the foregoing, such notes are subject to 4.99 % beneficial ownership limitations.

All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 133,305

during the year ended June 30, 2023 and recorded a total of $ 100,000 was recorded during the six months ended December 31, 2023.

conversion price for the above ONE44 notes ranges from 60 %

(representing a 35 %

discount) of the market price of the common stock, which is based on the lowest closing bid prices of the common stock between ten

and fifteen trading days immediately prior to the delivery of a notice of conversion.

Notwithstanding the foregoing, such notes are

subject to 4.99 %

beneficial ownership limitations.

All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the

Company recorded a total debt premium of $ 133,305

during the year ended June 30, 2023 and recorded a total debt premium of $ 100,000

was recorded during the nine months ended March 31, 2024.

above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.

15 unchanged sentences

June 30, 2023 following conversion of the principal balance.

total principal amount outstanding under the above ONE44 financing agreements were $ 155,800 and accrued interest of $ 1,784 as of December

31, 2023 following conversion of $ 112,311 of the principal balance and $ 7,783 accrued interest during the six months ended December 31,

total principal amount outstanding under the above ONE44 financing agreements were $ 150,000 and accrued interest of $ 4,685 as of March

31, 2024 following conversion of $ 118,111 of the principal balance and $ 8,317 accrued interest during the nine months ended March 31,

Accordingly, $ 77,844 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements

during the six months ended December 31, 2023 following conversion of the principal balance.

during the nine months ended March 31, 2024 following conversion of the principal balance.

Capital Partners Securities Purchase Agreements

30 unchanged sentences

for the ten trading days immediately prior to the delivery of a Notice of Conversion.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

21, 2022 Securities Purchase Agreement

8 unchanged sentences

The Company used the net proceeds ($ 65,000 ) from such note for general working capital

maturity date of such note is March 21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bears interest at a rate of

8 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

maturity date of such note was March 21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bore interest at a rate of

8 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or

by prepayment of such note.

Such note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,

Such note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations,

as requested by GS Capital surrendering the same.

GS Capital is entitled, at its option, at any time after cash payment, to convert all

GS Capital was entitled, at its option, at any time after cash payment, to convert all

or any amount of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per share equal

1 unchanged sentence

However, in the event the common stock trades below $1.40 per share for more than

five consecutive trading days, then the September Fixed Price becomes $0.90 per share .

five consecutive trading days, then the September Fixed Price became $0.90 per share .

In the event of default under such note, such

conversion price becomes 65 % of the lowest trading price of the common stock as reported on the OTC Markets or other exchange for the

conversion price became 65 % of the lowest trading price of the common stock as reported on the OTC Markets or other exchange for the

ten prior trading days, including the day upon which a notice of conversion is received by the Company.

Such note is subject to 4.99 %

Such note was subject to 4.99 %

beneficial ownership limitations.

Additionally,

the conversion price will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.

Currently, the effective conversion price of this note is 60 % (representing a 40 % discount) of the market price, which means the lowest

closing bid prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

23, 2023 Securities Purchase Agreement

6 unchanged sentences

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is February 23, 2024 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to

$0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for 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

maturity date of the GS Capital Note was February

23, 2024 and is currently in default.

The GS Capital Note bore an interest at a rate of 8 %

per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares

of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon

acceleration or by prepayment.

GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested

by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note is equal to $0.04 per share (the

“Fixed Price”), provided that the Fixed Price will be reduced to $0.02 per share in the event that the market price of

the Common Stock trades below $0.03 per share for 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

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 .

Between April 2024 and May 2024, the Company issued an aggregate of 16,540,357

shares of its common stock at a contractual conversion price of $ 0.0006 , as a result of the conversion of principal of $ 9,250 , interest

of $ 492 and conversion fees of $ 479 related to this GS Capital note (see Note 12).

12, 2023 Securities Purchase Agreement

6 unchanged sentences

The Company intends to use the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is April 12, 2024 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $0.015 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to

$0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten 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

maturity date of the GS Capital Note was April

12, 2024 and is currently in default.

The GS Capital Note bore interest at a rate of 8 %

per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS

Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment.

GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested

by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note is equal to $0.015 per share (the

“Fixed Price”), provided that the Fixed Price will be reduced to $0.01 per share in the event that the market price of

the Common Stock trades below $0.0075 per share for ten 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

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.

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 .

Additionally, the conversion

prices of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with more favorable

conversion terms.

The effective conversion price of the outstanding GS Capital notes are 60% (representing a 40% discount) of the market

price, which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice

of Conversion.

above GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value.

4 unchanged sentences

180-day period, the Company does not have a right to prepay such notes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 % per annum

11 unchanged sentences

liabilities at fair value.

total principal outstanding and accrued interest under the above GS Capital notes were $ 138,500 and $ 3,278 , respectively, as of December

31, 2023, following conversion of $ 75,300 of the principal balance and $ 5,570 accrued interest during the six months ended December 31,

At December 31, 2023, an aggregate total of $ 138,500 of the above GS Capital notes were bifurcated with the embedded conversion

option which are recorded as derivative liabilities at fair value as of December 31, 2023 (see Note 11).

total principal outstanding and accrued interest under the above GS Capital notes were $ 122,500

and $ 6,251 ,

respectively, as of March 31, 2024, following conversion of $ 91,300

of the principal balance, $ 6,283

accrued interest (including $ 1,254 at default interest rate) and $ 2,235

conversion fees during the nine months ended March 31, 2024.

The two GS Capital notes with total principal amount of $ 122,500 are

currently in default and accrue at a default interest rate of 24% per annum.

At March 31, 2024, an aggregate total of $ 122,500

of the above GS Capital notes were bifurcated with the embedded conversion option which are recorded as derivative liabilities at

fair value as of March 31, 2024 (see Note 11).

Enterprises, LLC Securities Purchase Agreement

13 unchanged sentences

at any time and from time to time, in each case without penalty or premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

37 unchanged sentences

during the year ended June 30, 2023 following conversion of the principal balance.

July 2023, the Company fully paid the remaining principal including accrued interest for a total of $ 142,979 .

The total principal amount

outstanding and accrued interest under the above Coventry note was $ 0 following conversion of $ 5,049 of the principal balance of $ 2,043

and interest of $ 357 during the six months ended December 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 2023, the Company fully paid the remaining principal including accrued interest of $ 70 for a total of $ 142,979 .

The total principal

amount outstanding and accrued interest under the above Coventry note was $ 0 following conversion of $ 5,049 of the principal balance

of $ 2,043 and interest of $ 357 during the nine months ended March 31, 2024.

Accordingly, $ 13,328 of the put premium was released to additional

paid in capital in respect of such purchase agreements with Coventry during the six months ended December 31, 2023 following conversion

paid in capital in respect of such purchase agreements with Coventry during the nine months ended March 31, 2024 following conversion

of the principal balance.

notes in default

of the outstanding convertible notes above were in default as of December 31, 2023.

LLC Securities Purchase Agreement

March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104

LLC (“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate

principal amount of $ 50,000

(the “104 Note”), for a purchase price of $ 46,875 , after an original issue discount of $ 3,125 .

The Company used 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 at the option of 104 at any time following

the issuance date of the 104 Note (the “Conversion Shares”) at a price per share equal to 65% of the lowest closing trade

price of the Common Stock during the ten (10) trading days prior to conversion (representing a discount of 35%).

Notwithstanding the

foregoing, such conversions are subject to a 4.99% beneficial ownership limitation 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 500% of the number of Conversion Shares, subject to any increase of

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

The above 104 Note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a total of $ 26,923 was recorded as a put premium during the nine months ended March 31,

maturity date of the Note is March 1, 2025 and the 104 Note bears interest at a rate of eight percent (8%) per annum, which may be increased

to sixteen percent (16%) 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, at a one hundred ten percent (110%) premium of the face amount

plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91

days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance

date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date.

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

104 Note contains certain events of default, including failure to pay principal and interest when due, 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

with the U.S.

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, and liquidation.

Upon an event of default, the Note will

become immediately due and payable by the Company.

total principal amount outstanding under the above 104 financing agreement were $ 50,000 and accrued interest of $ 340 as of March 31,

payable and convertible note in default

convertible notes for total principal amount of $ 122,500

with a maturity dates between February

23, 2024 and April 12, 2024 and an outstanding promissory note of $ 132,000

dated on August 15, 2023 with maturity date of November

15, 2023 are currently in default as of the date of this filing.

of debt discounts

Company recorded $ 186,000 and $ 131,168 of debt discounts related to the above note issuances during the six months ended December 31,

Company recorded $ 196,625 and $ 210,278 of debt discounts related to the above note issuances during the nine months ended March 31, 2024

and 2023, respectively.

The Company recorded $ 234,615 and $ 144,711 of put premiums related to the above note issuances during the

six months ended December 31, 2023 and 2022, 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 debt discounts associated with convertible notes for the three months ended December 31, 2023 and 2022 was $ 77,604 and $ 52,629 , respectively.

of debt discounts associated with convertible notes for the six months ended December 31, 2023 and 2022 was $ 129,862 and $ 83,903 , respectively.

Company reclassified $ 87,305 and $ 218,992 in put premiums to additional paid in capital following conversions during the six months ended

December 31, 2023 and 2022, respectively.

The Company recorded $ 261,538 and $ 232,674 of put premiums related to the above note issuances during the nine

months ended March 31, 2024 and 2023, 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 debt discounts associated with convertible notes for the nine months ended March 31, 2024 and 2023 was $ 199,856 and $ 138,014 , respectively.

Company reclassified $ 166,535 and $ 351,992 in put premiums to additional paid in capital following conversions during the nine months

ended March 31, 2024 and 2023, respectively.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s

voting capital stock approved by written consent for the Company to file a certificate of amendment to its certificate of incorporation,

as amended (the “Certificate of Incorporation”), which increased the Company’s authorized capital stock.

Such certificate

of amendment increased the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000 shares.

The number of authorized

shares of preferred stock remained at 1,500,005 shares, such that the total number of authorized shares of capital stock increased to

3,001,500,005 shares.

Such certificate of amendment was filed and became effective on July 6, 2022.

September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s

32 unchanged sentences

A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred

3 unchanged sentences

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 December 31, 2023 and June 30, 2023.

One share of Series B Preferred Stock is issued and outstanding as of March 31, 2024 and June 30, 2023.

the Company’s Chief Executive Officer, 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 the six months ended December 31, 2023 and

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during the nine months ended March 31, 2024 and

fiscal year 2023.

26 unchanged sentences

a result of delivering one draw down notice to the Investor for a subscription receivable of $ 8,822 .

The Company received the subscription

The Company collected the subscription

receivable of $ 8,822 in January 2024.

February 20, 2024, the Company issued 1,755,240 shares of its common stock at an average price per share of approximately $ 0.0013 , as

a result of delivering one draw down notice to the Investor for $ 2,260 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

issued for conversion of convertible debt

7 unchanged sentences

certain outstanding convertible notes converted during such period.

total recorded to equity related to the issuance of common stock for conversion of convertible debt for the three and six months

ended December 31, 2023 was $ 92,057 and $ 321,247 , respectively,

including the $ 116,285

discussed below.

in the above conversions during the six months ended December 31, 2023, convertible notes with principal aggregate amount 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.

Accordingly, 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 which is included in gain (loss) on extinguishment of debt in the accompanying

condensed consolidated statements of operations during the six months ended December 31, 2023.

Company reclassified $ 87,305 from put premium liabilities to additional paid in capital following conversions during the six months ended

December 31, 2023.

January 1, 2024 through March 31, 2024, the Company issued an aggregate of 70,432,148 shares of its common stock at an average contractual

conversion price of $ 0.002 as a result of the conversion of principal of $ 161,760 , interest of $ 5,510 and conversion fees $ 639 underlying

certain outstanding convertible notes converted during such period.

total recorded to equity related to the issuance of common stock for conversion of convertible debt for the three and nine months ended

March 31, 2024 was $ 195,090 and $ 516,337 , respectively, including the $ 143,467 discussed below.

in the above conversions during the nine months ended March 31, 2024, convertible notes with principal aggregate amount of $ 91,300 , accrued

interest of $ 11,080 and conversion fees of $ 2,236 containing bifurcated embedded conversion option derivatives were converted into common

Accordingly, the fair market value of the shares issued upon conversion was $ 243,286 , resulting in a loss on extinguishment at

the time of conversion of $ 143,467 and $ 170,785 of derivative liability fair value was recorded as a gain on extinguishment at the time

of conversion, resulting in a net gain of $ 27,318 which is included in gain (loss) on extinguishment of debt in the accompanying condensed

consolidated statements of operations during the nine months ended March 31, 2024.

Company reclassified $ 166,535 from put premium liabilities to additional paid in capital following conversions during the nine months

ended March 31, 2024.

Company has 4,482,623,920 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at December 31, 2023.

financing agreements at March 31, 2024.

issued for issuable shares

2 unchanged sentences

were issued on July 10, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2023, there was common stock issuable of 626,229 shares which were issued on October 3, 2023.

issued for exercise of warrants

5 unchanged sentences

par value of common stock.

the three months ended March 31, 2024, the Company issued an aggregate of 1,350,000 shares of common stock from the alternate cashless

exercise of 0.00675 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or

the par value of common stock.

Alternate Cashless Exercise provision, for a cashless conversion at the holder’s option, is available should the trading price

8 unchanged sentences

Accordingly, the Company recognized deemed dividend of $ 15,800 and $ 192,960 during the three and

six months ended December 31, 2023, respectively, and a corresponding reduction of income available to common stockholders upon the alternate

nine months ended March 31, 2024, respectively, and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants.

6 unchanged sentences

There were $ 248,620 unrecognized restricted stock units expense

as of December 31, 2023 and June 30, 2023.

as of March 31, 2024 and June 30, 2023.

There are 0.06 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 December 31, 2023 to which the $ 248,620 relates

following table summarizes warrant activity for the six months ended December 31, 2023:

which have not yet been met and such restricted stock units have not yet vested as of March 31, 2024 to which the $ 248,620 relates to.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following table summarizes warrant activity for the nine months ended March 31, 2024:

SCHEDULE OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2023

Exercised (de minimis)

Outstanding at December 31, 2023

Exercisable at December 31, 2023

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Outstanding and Exercisable:

Weighted average remaining contractual term

Aggregate intrinsic value

Weighted average remaining contractual

Aggregate intrinsic

total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

OF WARRANT OUTSTANDING AND EXERCISABLE

Series A warrants

1 unchanged sentence

Series C warrants

Warrants with no class designation

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Warrants with no class

the three months ended September 30, 2023, the Company issued an aggregate of 2,282,000 shares of common stock from the alternate cashless

4 unchanged sentences

par value of common stock.

the three months ended March 31, 2024, the Company issued an aggregate of 1,350,000 shares of common stock from the alternate cashless

exercise of 0.00675 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or

the par value of common stock.

Granted to Lender – Related Party

14 unchanged sentences

volatility of 268 % and was recorded to additional paid in capital (see Note 5).

summary of the Company’s option activity during the six months ended December 31, 2023 is presented below:

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

summary of the Company’s option activity during the nine months ended March 31, 2024 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Price Per Share

Outstanding at June 30, 2023

Outstanding at December 31, 2023

Exercisable at December 31, 2023

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Weighted average remaining contractual

Weighted average fair value of options

granted during the period

Aggregate intrinsic value

4 unchanged sentences

awards and restricted stock units.

the six months ended December 31, 2023 and 2022, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

There was $ 0 of unvested stock options expense as of December 31, 2023.

No stock options were granted during the six months

ended December 31, 2023.

the nine months ended March 31, 2024 and 2023, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

There was $ 0 of unvested stock options expense as of March 31, 2024.

No stock options were granted during the nine months ended

March 31, 2024.

8 – COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure

in the December 31, 2023 and June 30, 2023 consolidated balance sheets.

The Company recorded the penalties for all three years during

the year ended June 30, 2018.

in the March 31, 2024 and June 30, 2023 consolidated balance sheets.

The Company recorded the penalties for all three years during the

year ended June 30, 2018.

The Company is current on all subsequent filings.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”),

35 unchanged sentences

10,000 Euros ($ 10,114 USD) in July 2023 (unpaid).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion is 24 months.

of December 31, 2023 and June 30, 2023, the Company has $ 33,420 and $ 18,056 , respectively, balance due to the University for unreimbursed

lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets.

of December 31, 2023 and June 30, 2023, there are no royalty fees owed to the University.

of March 31, 2024 and June 30, 2023, and in addition to the above amounts, the Company has $ 38,608 and $ 18,056 , respectively, balance

due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed

consolidated balance sheets.

As of March 31, 2024 and June 30, 2023, there are no royalty fees owed to the University.

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

13 unchanged sentences

Accordingly, the Company

has $ 0 balance owed to such consultant as of December 31, 2023.

has $ 0 balance owed to such consultant as of March 31, 2024.

Leases – Related Party

5 unchanged sentences

SCHEDULE OF RIGHT OF USE ASSET

December 31, 2023

June 30, 2023

accumulated amortization

Right-of-use asset, net

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Right-of-use asset,

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

December 31, 2023

June 30, 2023

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at December 31, 2023 are as follows:

office lease,

current portion

Long term portion

of lease liability

future minimum lease payments under non-cancelable operating lease at March 31, 2024 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

2 unchanged sentences

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 1.26 years as of December 31, 2023.

Total operating lease

weighted average remaining lease term for the operating lease is 1.01 years as of March 31, 2024.

9 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

transactions have included the following:

of December 31, 2023 and June 30, 2023, the Company owed its former director a total of $ 30,293 and $ 29,630 , respectively, related to

expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

of December 31, 2023 and June 30, 2023, the Company owed its former director a total of $ 50,416 and $ 49,314 , respectively, for money

loaned to the Company, throughout the years.

The total loans balance owed at December 31, 2023 and June 30, 2023 is not interest bearing

(see Note 5).

of March 31, 2024 and June 30, 2023, the Company owed its former director a total of $ 28,972 and $ 29,630 , respectively, related to expenses

paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

of March 31, 2024 and June 30, 2023, the Company owed its former director a total of $ 48,218 and $ 49,314 , respectively, for money loaned

to the Company, throughout the years.

The total loans balance owed at March 31, 2024 and June 30, 2023 is not interest bearing (see Note

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

8 unchanged sentences

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes (See Note 9).

As of December 31,

2023 and June 30, 2023, total rent payable of $ 176,129 AUD ($ 119,997 USD) and $ 158,129 AUD ($ 105,377 USD), respectively, was included

in accrued expenses in the accompanying condensed consolidated balance sheet.

Rent expense under the lease was $ 13,006 and $ 13,879 the

six months ended December 31, 2023 and 2022, respectively and reflected as occupancy expenses – related party in the accompanying

condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2024

and June 30, 2023, total rent payable of $ 185,129 AUD ($ 119,001 USD) and $ 158,129 AUD ($ 105,377 USD), respectively, was included in accrued

expenses in the accompanying condensed consolidated balance sheet.

Rent expense under the lease was $ 19,584 and $ 22,244 the nine months

ended March 31, 2024 and 2023, respectively and reflected as occupancy expenses – related party in the accompanying condensed consolidated

statements of operations and comprehensive income (loss).

payable - Related Party

37 unchanged sentences

USD), effective July 1, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

5 unchanged sentences

Nathanielsz’s car allowance which expired in August 2022.

No payments were made during the six months ended December 31,

No payments were made during the nine months ended March 31, 2024

and during fiscal 2023.

13 unchanged sentences

consolidated balance sheet.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the six months ended December 31, 2023.

January 2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 232,937 AUD ($ 158,700 USD)

bonus payable as of December 31, 2023 which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the nine months ended March 31, 2024.

2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 232,937 AUD ($ 149,732 USD) bonus

payable as of March 31, 2024 which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

15 unchanged sentences

There are 0.04 vested options and 0.04 restricted stock

units that are considered issuable as of December 31, 2023 and June 30, 2023.

units that are considered issuable as of March 31, 2024 and June 30, 2023.

October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.

26 unchanged sentences

There are 0.02 vested options and 0.02 vested restricted stock unit that

are considered issuable as of December 31, 2023 and June 30, 2023.

are considered issuable as of March 31, 2024 and June 30, 2023.

August 12, 2021, pursuant to a Cancellation Agreement, Mr.

1 unchanged sentence

shares of common stock of the Company.

As of December 31, 2023 and June 30, 2023, total accrued salaries of $ 121,000 AUD ($ 79,025 USD)

and $ 96,000 AUD ($ 64,627 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets.

intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of December

As of March 31, 2024 and June 30, 2023, total accrued salaries of $ 134,500 AUD ($ 88,044 USD) and

$ 96,000 AUD ($ 64,627 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets.

intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of March

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

1 unchanged sentence

on the condensed consolidated balance sheet as accumulated other comprehensive income.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

has not experienced any losses in such accounts through December 31, 2023.

Company primarily relied on funding from five convertible and non-convertible debt lenders and received net proceeds after deductions

of $ 73,000 for original issue discounts and debt issue costs during the six months ended December 31, 2023 from each of the five lenders

has not experienced any losses in such accounts through March 31, 2024.

Company primarily relied on funding from six convertible and non-convertible debt lenders and received net proceeds after deductions

of $ 73,000 for original issue discounts and debt issue costs during the nine months ended March 31, 2024 from each of the five lenders

of $ 225,000 , $ 125,000 , $ 127,500 , $ 120,000 and $ 185,872 , respectively which represents approximately 29 %, 16 %, 16 %, 15 % and 24 %, respectively

of total proceeds received by the Company during the six months ended December 31, 2023.

of total proceeds received by the Company during the nine months ended March 31, 2024.

Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 79,111 for original

issue discounts and debt issue costs during the six months ended December 31, 2022 from each of the five lenders of $ 101,250 , $ 94,500 ,

issue discounts and debt issue costs during the nine months ended March 31, 2023 from each of the five lenders of $ 101,250 , $ 189,000 ,

$ 150,000 , $ 50,000 and $ 100,000 , respectively, which represents approximately 17 %, 32 %, 25 %, 8 % and 18 %, respectively, of total proceeds

received by the Company during the six months ended December 31, 2022.

received by the Company during the nine months ended March 31, 2023.

Concentration

of December 31, 2023 and June 30, 2023, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

of March 31, 2024 and June 30, 2023, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

5 unchanged sentences

In Canada and Mexico, the patent applications have been accepted as of fiscal

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2016 and early 2017, the Company filed other patent applications.

13 unchanged sentences

field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

of December 31, 2023 and June 30, 2023, the Company’s operations are based in Camberwell, Australia;

of March 31, 2024 and June 30, 2023, the Company’s operations are based in Camberwell, Australia;

however, the majority of research

2 unchanged sentences

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

As of December 31,

As of March 31, 2024

and June 30, 2023, there has been no activity within this entity.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

8 unchanged sentences

The Company had $ 122,500 (2 notes) and $ 75,300 (2 notes) of convertible debt,

which were treated as derivative instruments outstanding at December 31, 2023 and June 30, 2023, respectively.

which were treated as derivative instruments outstanding at March 31, 2024 and June 30, 2023, respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

price of the Company’s common stock at December 31, 2023, the last trading day of the period ended December 31, 2023, was $ 0.012 .

The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at December

price of the Company’s common stock at March 31, 2024, the last trading day of the period ended March 31, 2024, was $ 0.0032 .

volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31,

2024 are indicated in the table that follows.

2 unchanged sentences

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

into during the six

December 31, 2023)

December 31, 2023

327.58 – 333.45 %

into during the nine

March 31, 2024)

Expected Remaining Term (in years)

Risk Free Interest Rate

5.43 - 5.55 %

Expected dividend yield

4 unchanged sentences

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and June 30,

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and June 30, 2023:

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

December 31, 2023

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

June 30, 2023

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

March 31, 2024

conversion option liabilities

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following is a roll forward for the six months ended December 31, 2023 of the fair value liability of price adjustable derivative instruments:

June 30, 2023

conversion option liabilities

following is a roll forward for the nine months ended March 31, 2024 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

1 unchanged sentence

Beginning balance

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

Reduction of derivative liability upon debt conversion

Change in fair value included in statements of operations

Balance at December 31, 2023

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

Reduction of derivative liability upon debt

Change in fair value

included in statements of operations

Balance at March 31,

Ending balance

1 unchanged sentence

issued for conversion of convertible debt

January 2024 and February 2024, the Company issued an aggregate of 14,625,925 shares of its common stock at a contractual conversion

price of $ 0.004 , as a result of the conversion of principal of $ 68,500 and interest of $ 534 underlying certain outstanding convertible

notes converted during such period.

The Company reclassified $ 37,628 from put premium liabilities to additional paid in capital following

issued for exercise of warrants

January 2024, the Company issued 1,350,000 shares of common stock from the alternate cashless exercise of 0.00675 Series A 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 $ 15,800 and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants.

April 2024 and May 2024, the Company issued an aggregate of 58,272,432 shares of its common stock at a contractual conversion price of

$ 0.0008 , as a result of the conversion of principal of $ 44,340 , interest of $ 2,692 and conversion fees of $ 479 underlying certain outstanding

convertible notes converted during such period.

The Company reclassified $ 18,895 from put premium liabilities to additional paid in capital

following the conversions.

12, 2024 Securities Purchase Agreement

April 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest

thereon convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contains a $ 2,500

original issue discount.

The Company intends to use the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is October 12, 2024 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $0.0017 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading

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).

The GS Capital note shall be bifurcated from the embedded conversion option which was recorded as derivative

liabilities at fair value.

the first 60 to 180 days following the date of the above GS Capital notes, the Company has the right to prepay the principal and accrued

but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital

under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

After this initial

180-day period, the Company does not have a right to prepay such notes.

the occurrence and during the continuation of certain events of default, interest accrues 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.

In the event that

the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS

Capital notes, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th day after

the conversion notice was delivered to the Company.

This penalty increases to $ 500 per day beginning on the 10 th day.

event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding

principal amount increases by 20 %.

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 1. Financial Statements