What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-05-15 · 142 added, 253 removed, 114 unchanged (78% 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 March 31, 2024 and for

the nine months ended March 31, 2024 and 2023 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 March 31,

2024 (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.

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2024 and

for the three months ended September 30, 2024 and 2023 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, 2024 (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

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

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inactive precursors of enzymes.

7, 2023, POP1 Joint Research and Drug Discovery Program

November 7, 2023, results reported by the Company’s joint researcher, Mrs.

Belén Toledo Cutillas, MSc, at the laboratory

of Professor Macarena Perán, PhD, University of Jaén, Granada, Spain, showed that PRP enhances the sensitivity of resistant

pancreatic tumor cells to standard chemotherapy treatment and alters the tumor microenvironment by decreasing the fibrotic tissue and

its malignancy (ability to spread into surrounding tissues).

Results from the experiments demonstrates the effects of PRP on reducing

chemoresistance in pancreatic tumor cells, which is a significant issue among pancreatic adenocarcinoma (PDAC) patients who have a poor

5-year survival rate of less than eight percent.

As a result, the Company plans to investigate the clinical effects of PRP where an opportunity

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

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.

16, 2024, PRP Lead Product Candidate

certificate of grant for the Company’s “composition of proenzymes for cancer treatment,” patent was received from the

European Patent Office.

The patent covers lower dosage ratios of the two proenzymes (trypsinogen and chymotrypsinogen) contained in the

PRP formulation.

2024, PRP Lead Product Candidate

application for the Company’s “proenzymes composition,” patent was allowed by the Japanese Patent Office.

covers claims for the dosing regimen of the PRP formulation.

August 7, 2024, we received written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding

capital stock as of August 7, 2024 and our Board of Directors approving such actions as are necessary for us to proceed to, and accordingly

intends to, effectuate and execute a reverse stock split of our issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split will be made to our outstanding

stock options, warrants and equity incentive plans.

We are awaiting the approval of Financial Industry Regulatory Authority (“FINRA”)

for the market effectiveness of the Reverse Stock Split.

On August 14, 2024, allowance for

the Company’s “proenzyme composition” patent was received from the Canadian Intellectual Property Office (CIPO).

patent broadly captures both high dose and high ratio claims for future clinical doses of the company’s lead asset, PRP.

the second Canadian patent either allowed or granted in this important North American jurisdiction.

The proenzymes composition patent

is an important part of the IP portfolio covering possible future clinical dosage ranges for PRP, as the Company advances to a Phase 1,

First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors.

On August 21, 2024, we reported

that two scientific, peer reviewed journal articles published by the Company and its research partners reached 10 citations and 4,500

reads, respectively.

Published data from the Company’s joint research and development program were generated in conjunction with

the Universities of Jaén and Granada, Biosanitary Research Institute of Granada, and University Hospital, Spain.

October 30, 2024, we filed an S-1 registration statement with the Securities and Exchange Commission for an underwritten offering that

reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an assumed 1- for- 60,000 ratio,

which is anticipated to occur prior to the closing of the offering.

Our Common Stock is currently quoted on the OTC Pink Marketplace

operated by the OTC Markets Group Inc.

(“OTC”) under the symbol “PPCB.” In connection with this offering, we

have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol “PPCB.”

of Operations

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

the Three and Nine months ended March 31, 2024, as compared to the Three and Nine months ended March 31, 2023.

the three and nine months ended March 31, 2024 and 2023, we generated no revenue because we are currently undertaking research and development

the Three months ended September 30, 2024, as compared to the Three months ended September 30, 2023.

the three months ended September 30, 2024 and 2023, we generated no revenue because we are currently undertaking research and development

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

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Administration

expense increased to $348,841 for the three months ended March 31, 2024 as compared to $311,824 for the three months ended March 31,

This increase of approximately $37,000 is primarily attributable to an increase in marketing expenses of approximately $34,000,

increase in accounting fees of approximately $9,000, increase of approximately $6,000 in employee remuneration expense offset by decrease

of approximately $9,000 in general consulting, legal and investor relation fees and decrease in other general and administrative expenses

of approximately $3,000.

Administration

expense decreased to $1,060,854 for the nine months ended March 31, 2024 as compared to $1,302,576 for the nine months ended March 31,

expense decreased to $220,759 for the three months ended September 30, 2024 as compared to $393,828 for the three months ended September

This decrease of approximately $173,000 is primarily attributable to a decrease of approximately $144,000 in general consulting,

legal and investor relation fees and decrease in stock-based expenses of approximately $54,000, decrease of approximately $61,000 in

employee remuneration expense offset by increase in marketing expenses of approximately $61,000, increase in accounting fees of approximately

$5,000, and increase in other general and administrative expenses of approximately $4,000.

expenses decreased to $6,578 for the three months ended March 31, 2024 as compared to $8,365 for the three months ended March 31, 2023.

This decrease of approximately $1,800 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2023.

expenses decreased to $19,584 for the nine months ended March 31, 2024 as compared to $22,244 for the nine months ended March 31, 2023.

This decrease of approximately $2,700 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2023.

legal and investor relation fees and decrease in accounting fees of approximately $6,000, decrease of approximately $40,000 in employee

remuneration expense offset by increase in stock-based expenses of approximately $8,000, increase in marketing expenses of $8,000 and

increase in other general and administrative expenses of approximately $1,000.

expenses increased to $8,317 for the three months ended September 30, 2024 as compared to $7,149 for the three months ended September

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

the same period in 2023.

and Development Expenses

and development expenses were decreased to $65,448 for the three months ended March 31, 2024 as compared to $66,020 for the three months

ended March 31, 2023.

Research and development expenses were decreased to $195,712 for the nine months ended March 31, 2024 as compared

to $242,223 for the nine months ended March 31, 2023.

The decrease in research and development expenses of approximately $47,000 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.

and development expenses were increased to $61,714 for the three months ended September 30, 2024 as compared to $16,242 for the three

months ended September 30, 2023, an increase in research and development expenses of approximately $45,000.

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 decreased to $133,141 for the three months ended March 31, 2024, as compared to $157,208 for the three months ended March 31,

Interest expense is primarily comprised of approximately $108,000 of debt discount amortization and accretion of put premium and

$21,000 of interest expense from accrual of interest expense and other financing fees for the three months ended March 31, 2024.

decrease in interest expense of $24,067 is primarily attributable to the decrease of approximately $88,000 in accretion of put premium

offset by increase in amortization of debt discount of approximately $66,000.

expense increased to $575,837 for the nine months ended March 31, 2024, as compared to $418,579 for the nine months ended March 31, 2023.

Interest expense is primarily comprised of approximately $508,000 of debt discount amortization and accretion of put premium and $58,000

of interest expense from accrual of interest expense and other financing fees for the nine months ended March 31, 2024.

This increase

in interest expense of $157,258 is primarily attributable to the increase in amortization of debt discount of approximately $109,000,

increase of approximately $29,000 in accretion of put premium and increase in accrual on interest expense of approximately $11,000.

expense were increased to $123,379 for the nine months ended March 31, 2024 as compared to a loss of $0 for the nine months ended March

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.

Additionally, we also allocate a portion of the management’s

salary to research and development expenses.

expense decreased to $86,230 for the three months ended September 30, 2024, as compared to $178,234 for the three months ended September

Interest expense is primarily comprised of approximately $57,000 of debt discount amortization and interest expense from accrual

of interest expense and other financing fees for a total of approximately $29,000 for the for the three months ended September 30, 2023.

decrease in interest expense of $92,004 is primarily attributable to the decrease in amortization of debt discount of approximately $12,000

and decrease of approximately $89,000 in accretion of put premium.

expense decreased to $27,182 for the three months ended September 30, 2024 as compared to $77,721 for the three months ended September

This decrease is primarily attributable to the decrease in issuance of convertible notes 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 (loss) of $70,213 for the three months ended March 31, 2024 as compared

to a loss of $(238,367) for the three months ended March 31, 2023.

This increase in gain of approximately $309,000 is primarily attributable

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 three months ended March 31, 2024.

in fair value of derivative liabilities were decreased to a gain of $372,371 for the nine months ended March 31, 2024 as compared to

a (loss) of $(110,859) for the nine months ended March 31, 2023.

This increase in gain of approximately $483,000 is primarily attributable

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 nine months ended March 31, 2024.

from Settlement of accounts payable

from settlement of accounts payable was $0 for the nine months ended March 31, 2024 as compared to $17,499 for the nine months ended

March 31, 2023.

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 nine months ended March 31, 2023.

in fair value of derivative liabilities were decreased to a gain of $52,787 for the three months ended September 30, 2024 as compared

to a gain of $303,929 for the three months ended September 30, 2023.

This decrease in gain of approximately $251,000 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, 2024.

(Loss) on Extinguishment of Debt, net

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 stock.

the three months ended September 30, 2024, notes with principal amounts totaling $30,800, accrued interest of $2,212 and conversion fees

of $798 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market value

of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046

of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319

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

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

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gain of $34,310 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.

the nine months ended March 31, 2023, the principal aggregate amount of convertible notes of $122,000 and accrued interest of $12,488

which contained bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market value

of the shares issued upon conversion was $369,110, resulting in a loss on extinguishment at the time of conversion of $234,622 and $223,288

of derivative fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,334.

Additionally,

during the nine months ended March 31, 2023, the Company recognized the remaining put premium of $43,520 related to a convertible note

into gain on extinguishment of debt.

The holder 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 Exchange Act, which resulted in a net gain on extinguishment of debt of

$32,186 for the nine months ended March 31, 2023.

Currency Transaction Gain (Loss)

currency transaction gain (loss) increased to a loss of $(36,426) for the three months ended March 31, 2024 as compared to a loss of

($19,025) for the three months ended March 31, 2023.

This increase of approximately $17,000 is partially attributable to the decrease

in exchange rates during the three months ended March 31, 2024.

currency transaction gain (loss) decreased to a loss of $(15,228) for the nine months ended March 31, 2024 as compared to a gain of $3,210

for the nine months ended March 31, 2023.

This decrease of approximately $18,000 is partially attributable to the decrease in exchange

rates during the nine months ended March 31, 2024.

loss decreased to $526,700 for the three months ended March 31, 2024 as compared to a net loss of $809,809 for the three months ended

March 31, 2023.

The change relates to the factors discussed above.

Net loss decreased to $1,461,950 for the nine months ended March 31,

2024 as compared to a net loss of $1,912,522 for the nine months ended March 31, 2023.

currency transaction gain (loss) decreased to a loss of $8,423 for the three months ended September 30, 2024 as compared to a loss of

($15,948) for the three months ended September 30, 2023.

This decrease of approximately $24,000 is partially attributable to the increase

in exchange rates during the three months ended September 30, 2024.

loss decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss of $350,866 for the three months ended

September 30, 2023.

The change relates to the factors discussed above.

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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 $15,800 and $0 during the three months ended March 31, 2024 and 2023, respectively,

and deemed dividend of $192,960 and $408,557 during the nine months ended March 31, 2024 and 2023, respectively, with a corresponding

reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the three and nine

months ended March 31, 2024 and 2023, respectively.

Accordingly, the Company recognized deemed dividend of $0 and $142,575 during the three months ended September 30, 2024 and 2023, 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, 2024 and 2023, respectively.

loss available to common stockholders

loss available to common stockholders decreased to $542,500 for the three months ended March 31, 2024 as compared to a net loss available

to common stockholders of $809,809 for the three months ended March 31, 2023.

This decrease of approximately $267,000 is primarily attributable

to the change relates to the factors discussed above.

Net loss available to common stockholder decreased to $1,654,910 for the nine months

ended March 31, 2024 as compared to a net loss available to common stockholders of $2,321,079 for the nine months ended March 31, 2023.

This decrease of approximately $666,000 is primarily attributable to the change relates to the factors discussed above.

loss available to common stockholders decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss available

to common stockholders of $493,441 for the three months ended September 30, 2023.

This decrease of approximately $139,000 is primarily

attributable to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of March 31, 2024, we had total assets of $37,337, comprised primarily of cash of $6,222, GST tax receivable of $5,265, prepaid expenses

of September 30, 2024, we had total assets of $63,644, comprised primarily of cash of $9,268, GST tax receivable of $3,309, prepaid expenses

and other current assets of $8,957, security deposit of $2,081, and operating lease ROU asset, net of $12,912.

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2024, we had total assets of $72,365, comprised primarily of cash of $21,085, GST tax receivable of $2,950, prepaid expenses and other

current assets of $6,125, property and equipment, net, of $302, operating lease ROU asset, net of $38,988, and security deposit of $1,999.

current assets of $1,406, deferred offering cost of $27,117, security deposit of $2,008, and operating lease ROU asset, net of $17,799.

had current liabilities of $4,101,244, primarily comprised of net convertible debt of $381,789, accounts payable and accrued expenses

of $1,953,541, employee benefit liability of $610,340, loan payable of $65,280, loan payable – related party of $32,616, note payable,

net of $132,000 and embedded conversion option liabilities of $128,432 as of March 31, 2024.

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 $2,113,788, employee benefit liability of $677,902, loans payable of $145,091, loans payable-related parties of $227,328, note payable,

net of $213,109 and embedded conversion option liabilities of $134,234 as of September 30, 2024.

As compared to June 30, 2024, we had

current liabilities of $3,792,782, primarily comprised of net convertible debt of $399,325, accounts payable and accrued expenses of

$2,100,137, employee benefit liability of $639,371, loans payable of $145,091, loans payable – related party of $71,629, note payable,

net of $204,694 and embedded conversion option liabilities of $133,886 as of June 30, 2024.

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 nine months ended March 31, 2024 we received proceeds from issuance of note of $120,000, proceeds from issuance of convertible notes

of $516,875, and total proceeds from issuance of loans payable from a related party of $185,872.

the three months ended September 30, 2024 we received proceeds from issuance of note of $60,000 and proceeds from issuance of loan payable

from related parties of $155,699.

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

As of March 31, 2024, we had $6,222

As of September 30, 2024, we had

$9,268 in cash.

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

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

Therefore, we presently do

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

If continued funding and capital resources are unavailable

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

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

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

The failure by us to obtain such financing

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

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

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

Therefore, we

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

If continued funding and capital resources

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

We will be required to obtain alternative or additional financing

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

The failure by us to obtain

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

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

and Uses of Cash

the nine months ended

For the Three months ended

September 30,

Net cash used in operating activities

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Cash Flow from Operating Activities

cash used in operating activities was $675,152 for the nine months ended March 31, 2024, due to our net loss of $1,461,950 offset primarily

by non-cash charges of amortization of debt discount of $246,612, non-cash interest expense of $2,236, accretion of put premium of $261,538,

derivative expense of $123,379, foreign currency transaction loss of $15,228, addback change in fair value of derivatives of $372,371

and gain from extinguishment of debt of $27,318.

Net changes in operating assets and liabilities totaled $521,602, which is primarily

attributable to increase accrued interest of $57,823, increase in accounts payable of $242,466, and increase in accrued expenses and

other payables of $198,995.

cash used in operating activities was $927,278 for the nine months ended March 31, 2023, due to our net loss of $1,912,522, offset primarily

by non-cash charges of amortization of debt discount of $138,014, stock-based compensation of $59,219, accretion of put premium of $232,674,

change in fair value of derivatives of $110,859, gain on extinguishment of debt of $32,186 and gain from settlement of accounts payable

Net changes in operating assets and liabilities totaled $479,999, which are primarily attributable to a decrease in prepaid

expenses and other assets $8,348, an increase in employee benefit liabilities of $177,198, an increase in accrued interest of $46,347,

an increase in accrued expenses and other payables of $236,034, and an increase in accounts payable of $27,953.

cash used in operating activities was $235,515 for the three months ended September 30, 2024, due to our net loss of $354,310 offset

primarily by non-cash charges of amortization of debt discount of $56,983, non-cash interest expense of $2,548, derivative expense of

$27,182, foreign currency transaction gain of $8,423, addback change in fair value of derivatives of $52,787 and loss from extinguishment

of debt of $11,319.

Net changes in operating assets and liabilities totaled $68,939, which is primarily attributable to increase accrued

interest of $24,093 and increase in accrued expenses and other payables of $54,457.

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 Flow from Financing Activities

cash provided by financing activities for the nine months ended March 31, 2024 were $690,920 as compared to $1,013,719 for the nine months

ended March 31, 2023.

During the nine months ended March 31, 2024 we received net proceeds from issuance of convertible notes of $516,875,

proceeds from issuance of note of $120,000, proceeds from issuance of loans from a related party of $185,872, proceeds from the sale

of shares of our common stock of $11,082 offset by repayment of convertible note of $142,909.

cash provided by financing activities for the nine months ended March 31, 2023 was $1,013,719.

During the nine months ended March 31,

2023, we received proceeds from the exercise of warrants of $375,000, proceeds from the sale of shares of our common stock of $24,711,

collections of subscription receivables of $23,758, and net proceeds from the issuance of convertible notes and a note payable of $590,250.

cash provided by financing activities for the three months ended September 30, 2024 was $215,699.

During the three months ended September

30, 2024 we received net proceeds from issuance of convertible notes of $60,000 and proceeds from issuance of loan from related parties

cash provided by financing activities for the three months ended September 30, 2023 was $350,347.

During the three months ended September

30, 2023 we received net proceeds from issuance of convertible notes of $220,000, proceed 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.

of Exchange Rate

effect of the exchange rate on cash resulted in a $19,593 negative adjustment to cash flows in the nine months ended March 31, 2024 as

compared to a $2,733 positive adjustment to cash flows in the nine months ended March 31, 2023.

The reason for the fluctuation is due

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

the daily fluctuation in exchange rates.

effect of the exchange rate on cash resulted in a $7,999 positive adjustment to cash flows in the three months ended September 30, 2024

as compared to a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023.

The reason for the fluctuation

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

and the daily fluctuation in exchange rates.

Accounting Estimates

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topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph.

Currency Translation and Comprehensive Income (Loss) :

The Company’s wholly-owned subsidiary’s functional currency is

For financial reporting purposes, the Australian Dollar (“AUD”) has been translated into USD as the Company’s

reporting currency.

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

Revenues and expenses

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

Equity transactions are translated at each historical

transaction date spot rate.

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

as a component of stockholders’ equity (deficit) as “accumulated other comprehensive income (loss).” Gains and losses

resulting from foreign currency transactions are included in the statement of operations and comprehensive loss as other income (expense).

Effective fiscal year 2021, the Company determined that intercompany loans will not be repaid in the foreseeable future and thus, per

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

of other comprehensive income.

for Income Taxes:

We are governed by Australian income tax laws and United States income tax laws, which are administered by the

Australian Taxation Office and the United States Internal Revenue Service, respectively.

We follow ASC 740, “ Accounting for

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

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

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

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

Valuation allowances are established when necessary, to reduce

deferred tax assets to the amount expected to be realized.

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

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

Company adopted provisions of ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These

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

in the financial statements.

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

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

for Stock Based Compensation :

We record stock-based compensation in accordance with ASC 718, “ Stock Compensation ”

and Staff Accounting Bulletin No.

107 issued by the SEC in March 2005 regarding its interpretation of ASC 718.

ASC 718 requires the fair

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

The statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding

at the date of adoption.

We value any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option

Pricing Model.

account for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718.

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

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

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

On the date of conversion, or payoff,

of debt, we record the fair value of the conversion shares, remove the fair value of the related derivative liability, remove any discounts

and record a net gain or loss on debt extinguishment.

Notes with Variable Conversion Options :

We have entered into convertible notes, some of which contain variable conversion options,

whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of Common Stock at or around a fixed

discount to the price of the Common Stock at the time of conversion.

We treat these convertible notes as stock settled debt under ASC

480 and measure the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion

and record the put premium as accretion to interest expense.

and Development Tax Credits :

We may apply for research and development tax concessions with the Australian Taxation Office on an

annual basis.

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

the claim amount.

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

until such time.

The tax concession is a refundable credit.

If we have net income then we can receive the credit which reduces its income

tax liability.

If we have net losses, then we may still receive a cash payment for the credit, however, our net operating loss carry

forwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross

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

ASC 815, “Derivatives and Hedging,” establishes accounting and reporting standards for derivative instruments

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

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

On the date of conversion, or payoff, of debt,

we record the fair value of the conversion shares, remove the fair value of the related derivative liability, remove any discounts and

record a net gain or loss on debt extinguishment.

Accounting Pronouncements

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Concern Qualification

did not generate any revenue for the nine months ended March 31, 2024 and 2023 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 three months ended September 30, 2024 and 2023 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