NOTE 3 –- GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has incurred losses from operations. The Company has received limitedno revenue through the sale of a license agreement to cover its operating costs and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company’s ability to continue as a going concern. The Company engages in research and development activities that must be satisfied in cash secured through outside funding. The Company may offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage remainsinitially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of SeptemberJune 30, 2021:2022:

As of June 30, 2022, the Company had $16,500 due to officers and directors.

As of September 30, 2021, the Company had $72,000due to officers and directors.

On September 1, 2020, the Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the two senior officers and directors equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers and directors are entitled to additional future shares, so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company.

During the sixthree months ended SeptemberJune 30, 2020, four2022, two officers and directorsa director were issued 2,925,1151,052,500 shares of common stock with a value of $247,655$305,225 for service.

During the six months period ended September 30, 2020, three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

During the six months ended September 30, 2020, the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

During the six months ended September 30, 2021, three officers and directors were issued 568,719 shares of common stock with a value of $59,716 for service.

During the six months period ended September 30, 2021, a director of the Company converted $23,332 of accrued compensation into 307,010 shares of common stock of the Company.

During the six months period ended September 30, 2021, the Company issued 50,000 shares of common stock with a value of $5,250 for service.

During the six months period ended September 30, 2021, 54,130 shares of preferred stock were converted into 1,968,363 shares of common stock. The conversion eliminated all outstanding convertible preferred shares.

NOTE 5 – EQUITY

Preferred

On July 25, 2019, the Company issued 110,000 shares of series A convertible preferred to one entity with a value of $110,000 for cash. Each share of series A preferred is convertible after 180 days to four shares of common stock or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares plus 7% per annum interest.

During the six months period ended September 30, 2020, the Company issued 740,000 shares of Series A preferred stock and 3,700,000 warrants: 640,000 for $640,000 in cash and $100,000 for debt. The stock is convertible into common stock at 10 cents per share or 50% of the lowest trading price, whichever is lower 5 days prior to conversion. The Company has the right to convert the shares nine months after the issuance. The warrants are convertible at $0.15 per share within two years of issuance. In addition, the Company agreed to filing an S-1 for the common stock to be converted and the underlying common shares for the warrants.

During the six months ended September 30, 2020, the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

On April 1, 2021, 54,130 shares of preferred stock were converted into 1,968,363 shares of common stock. The conversion eliminated all outstanding convertible preferred shares.

Common

During the sixthree months ended September 30, 2020, the Company issued 98,715 shares of common stock with a value of $10,875 for settlement of accounts payable.

During the Six months ended September 30, 2020, the Company issued 1,405,572 shares of common stock with a value of $136,245 for service.

During the six months ended September 30, 2020, the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

During the six months ended September 30, 2020, three officers and a director were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months ended September 30, 2020, the Company issued 2,677,397 shares of common stock for the conversion of $150,000 of convertible debt.

During the six months period ended September 30, 2020, three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

During the six0months ended SeptemberJune 30, 2021, three officers and directors were issued 568,719 shares of common stock with a value of $59,716 for service.

During the sixthree months period ended SeptemberJune 30, 2021, a director of the Company converted $23,332 of accrued compensation into 307,010 shares of common stock of the Company.

During the sixthree months ended SeptemberJune 30, 2021, the Company issued 50,000 shares of common stock with a value of $5,250 for service

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,225 for service.

NOTE 6 –6– OPTIONS

As of SeptemberJune 30, 2021,2022, there was no option expenses recognized by the Company andas the balance of unrecognized option expense was zero. In addition 475,000 options expired for the resignation of an officer and director plus the termination of consultants holding options that were not converted in the required time period after termination.

The following sets forth the options granted and outstanding during the sixthree months ended SeptemberJune 30, 2021:2022:

The weighted average remaining life and intrinsic value of the options as of SeptemberJune 30, 2021,2022, was 4.303.55 years and zero, respectively.

NOTE 7 – WARRANTS

During the year ended March 31, 2021 the Company grantedissued 3,700,000 warrants to four entities as part of the issuance of 740,000 Series A convertible preferred shares. The warrants expire in two years from grant date and are convertible into common stock at $0.15 per share. The warrants contain an anti-dilution clause which become effective if any instrument is issued after the warrant issuance is converted into common stock at a price lower than the warrant conversion price.

The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date, using the following key inputs: market prices of the Company’s common stock at dates of grant between $0.08-0.11 per share, conversion price of $0.15, volatility of 312.5%-314.49% and discount rate of 0.14-0.16%. Based on the fair value of the common stock of $437,000 and value of the warrants of $349,605 the fair value of the warrants was calculated to be 41% of the total value or $303,000. During the year ended March 31, 2021 the valuation resulted in a deemed dividend from the down round calculation of $555,000. As of June 30, 2022 3,700,000 warrants were converted into 3,700,000 shares of common stock for cash at a value for $148,000.

On April 7, 2022,the Company issued 500,000 warrants as part of a convertible note issued the same date. The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant  of $0.08 per share, conversion price of $0.12 per share, volatility of 132% and discount of 1.78%. The fair value of the warrants were calculated to be $ 26,000 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds so allocated to the warrants of $21,336 is accounted for as paid in capital.

The weighted average remaining life and intrinsic value of the warrants as of SeptemberJune 30, 2021,2022 was:

NOTE 8 –- CONVERTIBLE DEBT

On May 7, 2020, the Company issued an 8% $50,000 one year convertible note. The note is convertible into common stock at the lesser of $0.20 per share or 80% of the lowest closing bid five days prior to conversion.

On July 7, 2020, $50,000 of the one-year convertible note payable was converted into 50,000 shares of series A preferred shares.

On October 28, 2020, the Company issued a $138,000convertible$138,000 convertible note with an OID of $10,000. The note maturesmatured on October 28,2021 and bearswith interest at 10% per annum. After 180 days the note may be convertedwas convertible into common stock of the Company at $0.04 per share or a 30% discount to the VWAP during the 20 days prior to conversion. The initial derivative was calculated using risk free interest of .18%, volatility of 212% and expected life of .50 years. On April 20, 2021 note was paid with the principal of $138,000, accrued interest of $6,805 and financing costs of $41,400.

On November 11, 2020, the Company issued a $82,500 convertible note with an OID of $7,500. The note maturesmatured on October 28,202128, 2021 with a fixed interest of 10%. After 180 days the note may be convertedwas convertible into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion. On April 22, 2021, the note was paid consisting of principal of $82,500, accrued interest of $8,250 and finance costs of $24,750.

On February 16, 2021, the Company issued a $100,000 convertible note with an OID of $5,000. The note maturesmatured on February 16, 2022, and bearswith fixed interest of 10%. After 180 days the note may be convertedwas convertible into common stock of the Company at a 30% discount to the lowest trading price during the 15 days prior to conversion. The initial derivative was calculated using risk free interest of .18%, volatility of 213% and expected life of 1.00 years. On August 16, 2021, the note was paid consisting of principal of $100,000, accrued interest of $5,000 and financing costs offof $35,000.

On August 10, 2021, the Company issued a $200,000 convertible note. The note maturesmatured on February 10, 2022, and bearswith fixed interest of 10%. Within 180 days of issuance the note may be repaid at an escalating premium up to 125% of the face value of the note. After 180 days the note may be convertedwas convertible into common stock of the Company at $0.06 per share or a 25% discount to the lowest trading price during the 10 days prior to conversion. The initial derivative was calculated using risk free interest of .05%, volatility of 132% and expected life of 0.50 years. AsOn March 28, 2022, the Note was paid consisting of September 30, 2021$200,000 in principal, accrued interest of $9,973 and financing costs of $50,000.

On April 7, 2022, the Company issued a $275,000 convertible note with an OID of $25,000. The note matures on March 29, 2023, bears fixed interest of 8% plus contains a most favored nations statement. Within 180 days of issuance, the note may be repaid at a premium of 115% of the face value of the note and 150% of the unconverted balance of the note after 180 days and prior to maturity. After 180 days the note may be converted into common stock of the Company at $0.075 per share or a 20% discount to the lowest VWAP (Volume- Weighted Average Pricing) price during the 10 days prior to conversion. The initial derivative was calculated using risk free interest of 0.05%.05%, volatility of 111%132% and expected life of .35. The outstanding balance due as of September 30, 2021 was $200,000 principal and interest accrued of $2,630.0.50 years.

NOTE 9 –- FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

As SeptemberJune 30, 2021,2022, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values, due to the nature or duration of these instruments.

The following table represents the change in the fair value of the derivative liabilities during the six monthsquarter ended SeptemberJune 30, 2021:2022:

The estimated fair value of the derivative liabilities at SeptemberJune 30, 20212022 was calculated using the American Binomial Lattice pricing model with the following assumptions:

NOTE 10 – COMMITMENTS–COMMITMENTS AND CONTINGENCIES

On September 30, 2016, the Company entered a cell line sales agreement with the product manufacturer. Under the terms of the agreement the Company is obligated to make future payments based on the milestones of its achievements. These future payments may be as followed:followed;

On June 29, 2021, the Company paid $25,000 of the outstanding balance. As of SeptemberJune 30, 2021, $299,9602022, $349,960 was due for the annual maintenance fee and first patient dosage of phase 1 plus interest.1.

On March 9, 2020, the Board of Directors of the Company adoptedadapted an expense bonus program. Under the program, if an acquisition, merger or change in control is affected, 10% of the value of the transaction will be allocated to pay the expenses of the transaction including but not limited to legal, accounting, transfer fees and other miscellaneous expense. The balance of the fund after expenses will be allocated 20% to directors and 80% to officers and employees of the Company as allocated by the Chief Executive Officer and approved by the Board of Directors.

NOTE 11 –11- LICENSE AGREEMENT

On March 31, 2021, the Company issued a license agreement for US $5,000,000 to BioRay Pharmaceutical Co, LTD, licensing Pritumumab internationally with the exclusion of North and Central America and the Caribbean Islands. Under the terms of the agreement the Company receives $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials , which started in March 2021. In addition, the Company will receive $750,000 upon the enrollment of the 12th patient or the dosage level of 8.0 mg/kg, whichever is achieved first. Further payment of $2,500,000 will be received when the FDA approves the phase 2 clinical trials and $750,000 when the phase 2 clinical trials begin. Upon commercialization by the Licensee, the Company will receive a 9% royalty on net sales for 20 years.

NOTE 12 –- SUBSEQUENT EVENTS

On October 29, 2021 the Company filed patent application PCT/US2021/057313 Kits and containers for treating Vimentin and Expressing Tumors. The application was filed under the PCT international rules as placeholder for  applications in various countries

The Company has evaluated subsequent events to determine events occurring after SeptemberJune 30, 2021,2022 through November 4, 2021the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTIONS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward-looking statements because of the risks set forth in our filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

Nascent Biotech, Inc (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan.

Nascent is a phase 1 clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently is developing for the treatment of brain cancer and pancreatic cancer both of which we hold orphan drug status granted by the FDA. Nascent is in Cohort 4 of the phase 1 clinical trials. Once completed, the Company may submit to the FDA for approval to begin phase 2 clinical trials.

In addition, Nascent has begun, in collaboration with academic and corporate partners, to assess the potential for pritumumab to be involved as both a treatment and a vaccine for the SARS-CoV-2 virus (responsible for COVID-19).

Overview

The Company is focused on developing pritumumab for the treatment of patients with brain cancer malignancies such as gliomas and astrocytomas. Current therapeutic strategies for brain cancer include the use of the chemotherapy, surgical intervention or radiation therapy. Because these treatments have marginal outcomes there exists a need to develop safer, more effective drugs. Temodar-the most commonly used Chemotherapeutic drug used to treat brain cancer, is attributed to only median rates of survival and many brain tumors are eligible for surgery. Moreover, even when removed, most brain tumors come back within one-yearone year post-operation. Today, with current standards of care, less than 60% of all brain cancer patients will live past the first year after diagnosis, and less than 35% of patients will live to five years. Glioblastoma, a particularly aggressive form of brain cancer that constitutes 42% of ALL brain and other nervous system cancers, has survival rates of 36.5% at 1 year and 5% at 5 years. (SEER Registry Data, September 15^th, 2016 (Central Brain Tumor Registry of the United States).

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trial.trials. The Company has commenced human clinical trials with a major oncology hospital for brain cancer, both primary and metastatic. The Company has enrolled the second cohort of patientsIt is now in the dose escalation trial for determining toxicityfinal stages of the drug.

As of September 30, 2021phase 1 clinical trial and once completed with submit to the Company has enrolled its initial patient in the second cohort of patients in its dose escalation study.FDA to begin phase 2 Clinical trials.

In May of 2020, Nascent announced a research collaboration to study, both in vitro and in vivo (mouse models), the ability of pritumumab to block the SARS-Cov-2 virus from infecting cells. This notion has been raised by a published article in the scientific literature (Yu et al. Journal of Biomedical Science (2016) 23:14 DOI 10.1186/s12929-016-0234-7), which specifically mentioned cell surface vimentin (the protein to which pritumumab binds selectively) as a potential target in the treatment of conditions related to coronaviruses. These preliminary studies are on-going. Further, in May of 2020, Nascent announced a joint collaboration with Manhattan BioSolutions, Inc (NY, NY) to employ Manhattan’s platform, based on the recombinant Mycobacterium bovis Bacillus Calmette-Guerin (BCG) vaccine, but engineered to target SARS-CoV-2. BCG is a live non-pathogenic bacterium that stimulates diverse innate and adaptive immune responses and is well-known for its long safety track record as a tuberculosis vaccine. Thus, with these collaborations, Nascent is investigating the potential utility of pritumumab as both a treatment for COVID-19 and a preventive vaccine for COVID-19.

Results of Operations

The Company recorded zero of revenue during the three and six month periods ended SeptemberJune 30, 20212022 and 2020,2021, respectively.

OperatingGeneral and administrative expenses for the three and six month periods ended SeptemberJune 30, 2021 was $230,238 and $673,047$224,790 compared to $561,003 and $1,112,351 in 2020.$109,703 for the period ended June 30, 2022. Consulting expense for the three and six months periods ending September 30,2021June 30, 2021 was $118,000 and $280,813$162,813 compared to $360,920 and $720,735$423,150 for the same period in 2020.2022. This decreaseincrease in expenses for the three and six months ended SeptemberJune 30, 20212022 over the same period in 20202021 was due primarily to an annual licenseincreased consulting fee and dosing fees of $150,000 higher consulting costs in 2020 over 2021$260,337 from the pricing of the shares issued to management for maintaining the same periods.percentage of ownership per their agreements.

Research and development expenses for the three and six month periods ended SeptemberJune 30, 2021 was $84,777 and $152,911$55,206 compared to $89,693 and $223,445$56,890 in the same periods in 2020. This decrease in expenses for the three and six months ended September 30, 2021 over the same period in 2020 reflected decreased testing required2022. Clinical trials costs were $29,936 for the three months ended June 30, 2022 with none in the filing ofsame period in 2021. Clinical had just started in the IND withthree months ended June 30, 2021, so no cost was incurred until after the FDA.period ended.

Total other income and expense incurred in the three and six month periods ended SeptemberJune 30, 2021 was income of $19,208 and $11,940,$7,267, compared to other incomeexpense of $142,709 and $490,086$680,197 in the same period in 2020.2022. Other expense in 2021 consisted of interest expense of $3,506 discount interest of $107,199 and finance costs of $66,150 from pay off convertible notes offset by a gain on the change of fair value of $315,882 offset by$164,582. Other expenses in the three months period ended June 30, 2022 consisted of change in fair value of $527,584, interest expense of $6,136$69,950 and original note discount interest of $201,665 and finance costs of $101,150 plus a gain on debt settlement of $5,000 from paying off convertible notes.$82,666.

For the three and six month periods ended SeptemberJune 30, 2021, our net loss was $211,030 and $661,106$450,076 compared to a net loss of $418,294 and $622,265$1,161,931 for the same periods in 2020.2022. The difference between the periods relates to higher consulting costs plus higher other income in 2021 comparedexpenses, due primarily to other income in 2020 which relates primary to changesa net change in fair value and financing cost and interest discounts.in the three months period ended June 30, 2022 of $596,171 from the same period in 2021.

Liquidity and Capital Resources

The Company’s liquidity and capital is dependent on the capital it can raise to continue the Company’s testing and clinical trials of its product. The Company projects it must raise approximately $10-15$15-20 million to complete its Phase II clinical studies.

There are no agreements or understandings about future loans by or with the officers, directors, principals, affiliates, or shareholders of the Company. The Company will continue to raise outside capital through loans, equity sales and possible licensing agreements. These factors raise substantial doubt about the company’s ability to continue as a going concern

At SeptemberJune 30, 2021,2022, the Company’sCompany had negative working capital of $1,045,313.$1,436,792. Current assets consist of cash of $102,386$145,575 and prepaid of $3,038$37,750 with current liabilities $1,150,737$1,620,117 consisting of accounts payable of $596,675,$702,816, convertible notes, net of discount of $79,121, deferred revenue of $250,000$64,887, plus derivative liability of $152,941$835,914 and due related parties of $72,000.$16,500.