UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A10-Q

(MARK ONE)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: DecemberMarch 31, 20122014

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______ to_______

Commission file number 000-51206

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesx  No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes¨      Nox

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of May 31, 2013,1, 2014, the issuer had 110,645,300128,023,828 shares of its common stock issued and outstanding.

Explanatory Note

Plandai Biotechnology, Inc.(the “Company”) is filing this Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended December 31, 2012, originally filed with the US Securities and Exchange Commission (“SEC”) on February 14, 2013 (the “Original Filing”), to amend and restate its consolidated balance sheet at December 31, 2012, consolidated statement of operations for the for the three and six month periods ended December 31, 2013, and the consolidated statements of cash flows for the six month period ended December 31, 2012, to correct errors associated with the inclusion of incorrect financial results in the aforementioned consolidated financial statements.

Also, the Company failed to include in the MD&A section a discussion of the financial results for the three months ended December 31, 2012. In addition to omitting a discussion of the three months ended December 31, 2012 from the MD&A section, the Company’s discussion for the six months ended December 31, 2012 was based on the incorrect financial results referred to above.

In addition to the comments presented above, the Original Filing was submitted by the Company to the SEC under the assumption that it was reviewed by its prior independent registered public accounting firm. The amended Form 10-Q/A filed herein has been reviewed by the current independent registered public accounting firm.

Except as discussed above, we have not modified or updated disclosures present in the Original Filing, except as required to reflect the effects of the restatement in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after our Original Filing or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Information not affected by the restatement is unchanged and reflects the disclosures made at the time the Original Filing.

The following items have been amended as a result of the restatement.

This Quarterly Report on Form 10-Q/A should be read in conjunction with our filings on Form 10-Q for the quarterly period ended March 31, 2013.

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

PLANDAI BIOTECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

PLANDAI BIOTECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

PLANDAI BIOTECHNOLOGY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)(Unaudited)

The accompanying notes are an integral part of these financial statements.

PLANDAI BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these financial statements.

PLANDAI BIOTECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIXNINE MONTHS ENDED DECEMBERMARCH 31, 20122014

(UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

PlandaíBiotechnology, Inc.’s (the(the “Company” or “Plandaí”) consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

Plandaí Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd. and its subsidiaries focusesfocus on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the healthnutriceutical and pharmaceutical industries. The company grows much of the live plant material used in its products on a 3,000 hectare estate it operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a patented extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product to be brought to market is Phytofare™ Catechin Complex, a green-tea derived extract that has multiple potential wellness industry. Itsapplications. The company’s principle holdings consist of land, farms and infrastructure in South Africa.The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize positive cash flow. There is no assurance any of these transactions will occur.

These financial statements should be read in conjunction with the Company’s annual report for the year ended June 30, 20122013 previously filed on Form 10-K.In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made.  All adjustments made were of a normal recurring nature.

Organization and Basis of Presentation

On November 17, 2011, the Company, through its wholly-owned subsidiary, Plandaí Biotechnologies, Inc., consummated a share exchange with Global Energy Solutions, Inc. (“GES”), an Irish corporation. Under the terms of the share exchange, GES received 76,000,000 shares of the Company’s common stock that had been previously issued to Plandaí in exchange for 100% of the issued and outstanding capital of GES. Concurrent with the share exchange, the Company sold its subsidiary, Diamond Ranch, Ltd., together with its wholly-owned subsidiary, Executive Seafood, Inc., to a former officer and director of Diamond Ranch. Under the terms of the sale, the purchasers assumed all associated debt as consideration. During the three months ended December 31,September 30, 2011 and through the date of the share exchange, Diamond Ranch, Ltd. and Executive Seafood, Inc. had negligible revenues from operations, generated a net loss of $126,000, and as of December 31,September 30, 2011, liabilities exceeded assets by over $5,000,000. The Company subsequently changed its name toPlandaí Biotechnology, Inc. and dissolved GES.

For accounting purposes, the share exchange has been treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Plandaí Biotechnology, Inc. exclusive of Diamond Ranch Foods since the acquisition and sale were executed simultaneously. For equity purposes, the shares issued to acquire GES (76,000,000 shares) have been shown to be issued and outstanding since inception, with the previous balance outstanding (25,415,300 shares common)Common) treated as a new issuance as of the date of the share exchange. The additional paid-in capital and retained deficit shown are those of GESPlandaí and its subsidiary operations.

In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made.  All adjustments made were of a normal recurring nature. As a result of the share exchange, the Company changed its fiscal year end to coincide with that of GES, which is June 30. The accompanying financial statements therefore represent the results of operations for the three and six months ended December 31, 2012.

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the consolidated results of operations for the three and nine months ended March 31, 2014.

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

This summary of accounting policies for Plandaí Biotechnology, Inc. and its wholly-owned subsidiaries, is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Use of Estimates

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Revenue recognition

The Company presently derives its revenue from the sale of timber and agricultural products produced on its farm and tea estate holdings in South Africa.The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. There are no price incentives and the product can only be returned if defective. As the Company does not believe defective merchandise is likely an allowance has not been recognized. Revenue is recognized on a gross basis with corresponding costswhen the product is delivered to the customer. Once production of goods as a reduction to revenuethe Company’s Phytofare™ botanical extracts commences in cost of sales.2014, revenues will be recognized when product is shipped.

Concentration of Credit Risk

The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.  The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized.  At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations.

Impairment of Long-Lived Assets

In accordance with ASC Topic 360, formerly SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its assetassets based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment.

Earnings per Share

Basic gain or loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. At March 31, 2014, the Company had one convertible debenture outstanding that if-converted would result in 673,741 new common shares being issued. At June 30, 2013, the Company had one convertible debenture outstanding that if-converted would result in 340,984 new common shares being issued.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109,Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5,Accounting for Contingencies.As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the Company did not recognize any change in the liability for unrecognized tax benefits.

The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007.

The Company is not currently under examination by any federal or state jurisdiction.

The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Emerging Growth Company

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820,Fair “Fair Value Measurements and Disclosure

Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, 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. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1.

Level 2

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3

Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and

ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

Advertising

Advertising costs are expensed as incurred.

Principles of Consolidation

PlandaíBiotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements:

Global Energy Solutions, Ltd. 100% owned by Plandaí Biotechnology, Inc.

Dunn Roman Holdings—Africa, Ltd 82%

Breakwood Trading 22 (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa

Green Gold Biotechnologies (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa

Subsequent toDuring the year ended June 30, 2012,2013, the Company determined that the entity, Global Energy Solutions, was unnecessary to operations and decided to dissolve that corporation, resulting in the stock of Dunn Roman Holdings-Africa being held directly by Plandaí. All liabilities were either satisfied or forgiven and all bank accounts closed. There were no operations in Global Energy Solutions during the three months ended December 31, 2012. Currently,periods presented. Global Energy Solutions is subject to a “voluntary strikeoff,” which is a suspension of operations that corporate entities go through in Ireland lasting approximately 60 days before dissolution becomes effective.was officially dissolved during the year ended June 30, 2013.

All intercompany balances have been eliminated in consolidation.

Straight-lining of Lease Obligation

Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or include several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of March 31, 2014, the amount of this deferred liability was $1,290,341..

Foreign Currency TranslationRecent Accounting Pronouncements

Financial Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriateRecent accounting treatment under U.S. GAAP for companiespronouncements that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income.

Non-Controlling Interest

Statement of Financial Accounting Standards No. 160,Non-controlling Interests in Consolidated Financial Statements,establishes standards foraccounting for noncontrolling interest, sometimes called a minority interest, which is that portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. FAS 160 requires that the minority portion of equity and net income/loss from operations of consolidated entities be reflected in the financial statements. The Company previously adopted FAS 160 and has reflected the impact in the accompanying consolidated financial statements.

NOTE 3 – NOTE PAYABLE - CURRENT

Note payable, current, represents short term financing of the company’s insurance policy covering its South African operations. The total premium is due at the inception of the contract; however, the Company has electedadopted or that will be required to financeadopt in the principle. The unamortized portion offuture are summarized below.

All recent accounting pronouncements issued by the premium is recorded as Prepaid ExpenseFASB (including its Emerging Issues Task Force), the AICPA, and the unpaid balance ofSEC did not or are not believed by management to have a material impact on the premium is recorded as Notes Payable-Current. The Company had a current notes payable balance at December 31, 2012 and 2011 of $42,789 and $0, respectively.Company's present or future financial statements.

NOTE 4 – LOANS3 –LOANS FROM RELATED PARTIES

As of DecemberMarch 31, 2012,2014, the Company hashad an outstanding loans to various related partiesfrom a director in the amount of $578,772. These loans were provided for short-term working capital purposes, bear interest at 4%, and become$12,186, which represented unpaid reimbursement of office expenses, including rent, from prior periods. During the quarter ended March 31, 2014, the company converted $482,958 payable onceto the Company’s obligation toChief Executive Officer into 2,036,000 shares of restricted common stock, which represented the Land & Agriculture Bankfair value of South Africa has been repaid. Accordingly, this balance has been classified as a long liability asthe shares on the date of December 31, 2012. During the six months ended December 31, 2012, the Company and the note holders agreed forgive $4,426 in interest expense, which was reflected as an increase in paid in capital since the note holders were related parties.conversion.

NOTE 54 - LINE OF CREDIT

During the year ended June 30, 2012, the company entered into a line of credit agreement for $500,000 which was later increased to $1,000,000. The line of credit matures on January 5, 2014 and bears interest at the rate of ten percent (10%) per annum. As of December 31, 2012,2013, the balance drawn down on the credit line was $752,503$777,503 and accrued interest was $54,525.$104,997. On December 31, 2013, the company converted the balance outstanding plus accrued interest into 5,000,000 shares of restricted common stock.

NOTE 5 – DEBENTURE PAYABLE

In May 2013, the Company issued an 8% interest rate convertible debenture in the amount of $103,500 which becomes due and payable in February 2014. The debenture is convertible into common stock of the Company at a discount of 42% off the market price of the Company’s common stock six months after issuance (November 2013). The Company repaid the debenture in full on November 11, 2013.

On August 20, 2013, the Company executed two convertible promissory notes totaling $550,000. The notes bear interest at the rate of 8% per annum and become due and payable six months from the date of issuance. During the first 90 days from issuance, the notes are repayable without incurring any interest charges. The Company was advanced $210,000 against the two notes. During the quarter ended March 31, 2014, $149,729 of the unpaid principal plus accrued interest was converted into 2,717,035 shares of restricted common stock.

On November 13, 2013, the Company executed a convertible promissory note of $113,500, which included prepaid interest of $10,000. The note bore interest at 10% per annum and was due and payable twelve months from the date of issuance. At the holder’s option, the unpaid principal and interest was convertible into common stock at a 42% discount to market after six months. During the quarter ended March 31, 2014, the Company repaid the debenture and all associated interest.

The remaining balanceCompany has recorded a derivative liability of line$352,120 as of credit, $982,502, relates to borrowings underMarch 31, 2014 representing the credit facility provided byestimate value of the Landshares over and Agriculture Bankabove the amount of South Africa (see Note 6).debentures that would be issued on conversion. During the nine months ended March 31, 2014, the Company recorded $2,086,436 as derivative interest expense which was then offset against additional paid in capital when the debentures were converted.

NOTE 6 – LONG-TERM DEBT

In June 2012, the Company, through themajority-owned subsidiaries of Dunn Roman Holdings, Inc., executed final loan documents on a 100 million Rand (approx. $13 million USD) financing with the Land and Agriculture Bank of South Africa. The total loan is comprised of multiple agreements totaling, between Green Gold Biotechnologies (Pty) Ltd. and Breakwood Trading 22(Pty) Ltd., 100 million rand. The loans all bear interest at the rate of prime plus 0.5% per annum and are all due in seven years. In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first drawn down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. By way of loan covenants, the borrowing entities are required to maintain a debt to equity ratio of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1. The Company notified the Land Bank that these covenants have been out of compliance since the inception of the loan and subsequently received a letter from the Land Bank which suspends these loan covenants.

As of DecemberMarch 31, 2012,2014, a total of $7,904,289 has$8,414,166 had been drawn down against the loans by Green Gold Biotechnologies (Pty) Ltd., which was used to purchasedpurchase fixed assets that will be employed in South Africa to produce the company’s botanical extracts. Additionally, $2,327,479 had been drawn down against the loans by Breakwood Trading22 (Pty) Ltd. to fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite worker housing, and the pruning, weeding and fertilizing of plantation.

During the year ended June 30, 2012, the Company issued 1,500,000 shares of restricted common stock to three individuals in exchange for shares of Dunn Roman Holdings stock which had been previously issued. The acquired Dunn Roman shares were then provided to thirds parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be black owned. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($585,000) as a cost of securing the financing and recorded as a loan discount which will be amortized over the life of the loan (7 years). once payment of the loan commences in July 2014.

As of DecemberMarch 31, 2012,2014, the loan balance was:

Loan Principle $7,904,289

Less: Discount (585,000)

Net Loan per Books$7,319,289

During the quarter ended December 31, 2013, the company borrowed $250,000 from an unrelated third party. The note bears interest at 6% per annum and is due June 30, 2015. During the quarter ended March 31, 2014, the company borrowed and additional $950,000 from this same entity and under identical terms.

NOTE 7 – CURRENCY ADJUSTMENT

The Company’s principleprincipal operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in using Rand and then converted to US Dollars for reporting purposes, with the average conversion rate being used for income statement purposes and the closing exchange rate as of DecemberMarch 31, 20122014 applied to the balance sheet. Differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet. As of DecemberMarch 31, 2012,2014, the cumulative currency translation adjustments were $10,447.$311,115.

NOTE 8 – FIXED ASSETS

Fixed assets, stated at cost, less accumulated depreciation atDecember March 31, 2012 and June 30, 20122014 consisted of the following:

Depreciation expense

Depreciation expense for the sixthree and nine months ended DecemberMarch 31, 20122014 was $46,680. Depreciation expense for the year ended June 30, 2012 was $0. The Company had not begun depreciating the leasehold improvements because they had not been completed as of June 30, 2012. Once completed the company began to amortize over the life of the lease.$43,744 and $142,808, respectively.

NOTE 9 – DEPOSIT ON EQUIPMENTCOMMON STOCK

Deposit on Equipment consists of machinery and equipment necessary for production. A deposit of $6,229,808 has been paid via a loan from Land Bank described in Note 6, of which $415,818 was paidDuring the nine months ended March 31, 2014, the Company engaged in the six months ended December 31, 2012. However, delivery is not expected for several months.following common stock transactions:

NOTE 10 – MINORITYNON-CONTROLLING INTEREST

Plandaí owns 82%100% of Dunn Roman Holdings—Africa, which in turn owns 74% each of Breakwood Trading 22 (Pty,(Pty), Ltd. and 84% of Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the Black Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-owned subsidiaries, that portion of subsidiary net equity attributable to the minoritynon-controlling ownership, together with an allocated portion of net income or net loss incurred by the subsidiaries, must be reflected on the consolidated financial statements. On the balance sheet, minoritynon-controlling interest has been shown in the Equity Section, separated from the equity of Plandaí, while on the income statement, the minoritynon-controlling shareholder allocation of net loss has been shown in the Consolidated Statement of Operations.

NOTE 11 – CAPITALIZED LEASE OBLIGATIONS

In February 2012, the Company entered into a long-term (49 year) lease of tea, avocado, macadamia and timber plantation estates totaling roughly eight thousand acres in South Africa. Under the terms of the lease, the Company is required to pay annual rent of R250,000 ($30,000) plus an annual dividend of 26% of net income generated from the use of the property with a R500,000 ($60,000) annual minimum dividend. The first payment of R20,883 ($2,610) was due April 2012, but by mutual agreement this payment was extended until funding is received under the loan from the Land Bank of South Africa. On March 1, 2012, the Company entered into a 10 year lease for office space for its subsidiary Dunn Roman Holdings. Under the terms of the lease, payments are $2,500 a month.

Both of these leases either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of March 31, 2014, the amount of this deferred liability was $1,290,341.

NOTE 12 – RELATED PARTY TRANSACTION

The

In addition to the loans payable and receivables as discussed above, the Company had the following related party transactions during the sixnine months ended March 31, 2014.

Compensation to Officers and Management

Pursuant to three employment agreements executed on March 1, 2013 by the Company with two of its officers and one manager, the Company is also obligated to issue 4,000,000 common shares at the end of each completed year for services rendered to the Company. The Company valued the 4,000,000 shares at the closing stock price on the date of the executed agreement which was $0.06 per share. At December 31, 2012:

• Payables totaling $158,730 which consists primary of amounts owed to a company controlled by an officer and director of the company which paid certain expenses on behalf of the company.
• As of December 31, 2012,2013, the Company has outstanding loans from the Company’s chief executive officeraccrued compensation expense for services completed in the amount of $578,772. These loans were provided for short-term working capital purposes and bear interest at a rate of 4%. The loans cannot be called until$1,056,600, which was been recorded as Stock Subscription Payable. In January 2014, the Company’s obligations under the Land & Agriculture Bank of South Africa have been met.
• The Company leases its South African Office space from a trust, of which one of the beneficiaries serves on the Board of Directors of Dunn Roman Holding—Africa, Ltd., a subsidiary of the Company. The lease agreement call for monthly payments of R16,000 (approximately$xx.xxx. During the six months ended December 31, 2012,issued a total of R96,000 ($11,400) was paid in rent expense.
• In June 2012, the Company ordered machinery and equipment from CRS Technology, Inc., a company controlled by an officer and director8,000,000 shares of the Company. A deposit of approximately $5,632,240 was paid from proceeds from the Land and Agriculture Bank of South Africa (see Note 6).

NOTE 12 – SEGMENT INFORMATION

Geographical Locations

The following information summarizes the financial information regarding Plandai Biotechnology Inc. andcommon stock under these agreements to satisfy its three South African Subsidiaries as of andobligations for the six monthsservice years ended DecemberMarch 1, 2013 and March 31 2012:

2014.

NOTE 13 – SUBSEQUENT EVENTS

Management washas evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing.

NOTE 14 – RESTATEMENT

This Amendment to the Company’s Form 10-Q, which was filed on February 14, 2013, restates the consolidated balance sheet at December 31, 2012, consolidated statement of operations for the three and six month periods ended December 31, 2012, and the consolidated statement of cash flows for the six month period ended December 31, 2012, to correct errors associated with the inclusion of incorrect financial results in the aforementioned consolidated financial statements. The effect of the correction of these errors was to increase net loss by $18,265 for the three and six month periods ended December 31, 2012, respectively.

The following table presents the effect of restatement on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows:

NOTE 14 – RESTATEMENT (continued)

NOTE 14 – RESTATEMENT (continued)

NOTE 14 – RESTATEMENT (continued)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This statement includes projections of future results and "forward looking statements" as that term is defined in 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"). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

BUSINESS

PlandaíBiotechnology, Inc., (the “Company”) through its recent acquisition of Global Energy Solutions, Ltd. and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principleprincipal holdings consist of land, farms and infrastructure in South Africa.

The Company was incorporated, as Jerry's Inc., in the State of Florida on November 30, 1942. The companyCompany catered airline flights and operated coffee shops, lounges and gift shops at airports and other facilities located in Florida, Alabama and Georgia. The company'sCompany's airline catering services included the preparation of meals in kitchens located at, or adjacent to, airports and the distribution of meals and beverages for service on commercial airline flights. The companyCompany also provided certain ancillary services, including, among others, the preparation of beverage service carts, the unloading and cleaning of plates, utensils and other accessories arriving on incoming aircraft, and the inventory management and storage of airline-owned dining service equipment. In March of 2004 we moved our domicile to Nevada and changed our name to Diamond Ranch Foods, Ltd. Diamond Ranch Foods, Ltd. was engaged in the meat processing and distribution industry. Operations consisted of packing, processing, custom meat cutting, portion controlled meats, private labeling, and distribution of our products to a diversified customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants and institutions, deli and catering operators, and industry suppliers. On November 17, 2011, the Company, through its wholly-owned subsidiary, Plandaí Biotechnologies, Inc. consummated a share exchange with Global Energy Solutions Corporation Limited, an Irish corporation. Under the terms of the Share Exchange, GES received 76,000,000 shares of Diamond Ranch that had been previously issued to Plandaí Biotechnologies, Inc. in exchange for 100% of the issued and outstanding capital of GES.  On November 21, 2011, the Company filed an amendment to the articles of incorporation to change the name of the companyCompany to Plandaí Biotechnology, Inc. 

We will continue to seek to raise additional capital through the sale of common stock to fund the expansion of our company. There can be no assurance that we will be successful in raising the capital required and without additional funds we would be unable to expand our plant, acquire other companies, or further implement our business plan. In April 2012, through our subsidiary companies, we secured a 100 million Rand (approximately $13 million) financing with the Land and Agriculture Bank of South Africa which will be used to build infrastructure and further operations.

DISPOSITION OF SUBSIDIARY

On November 17, 2011, the Company sold its subsidiary, Diamond Ranch, Ltd., together with its wholly-owned subsidiary, Executive Seafood, Inc. to the former officer and director of Diamond Ranch.  Under the terms of the sale, the purchaser assumed all associated debt as consideration.  During the three and six months prior to their disposition, Diamond Ranch, Ltd. and Executive Seafood, Inc. had negligible revenues from operations, generated a net loss of $126,000, and as of the date of disposition, liabilities exceeded assets by over $5,000,000.

As a result of the Share Exchange Agreement and disposition of Diamond Ranch, Ltd., the operations of Plandaí Biotechnology, Inc. for all periods presented consists exclusively of Plandaí Biotechnologies, Inc,. and its subsidiaries exclusive of Diamond Ranch.

PRODUCTS AND SERVICES

Plandaí Biotechnologies has a proprietary technology that extracts a high level of bio-available compounds from organic matter including green tea leaves and most other organic materials. Numerous documented scientific studies have been conducted over the past ten years using this technology that releases bioavailable antioxidants and other phytonutrients in form the body can easily absorb. The Company intends to use its notarial leases tofocusestofocuses on the farming of whole fruits, vegetables and live plant material and the production of Phytofare™ functional foods and botanical extracts for the health and wellness industry using its proprietary extraction technology.

The company is presently developing for market two unique extracts: Phytofare™ Green Tea Catechin ExtractComplex and Phytofare™ Citrus Limonoid Glycoside Complex.

Complex, which are expected to be available to customers in 2014.

COMPETITION

The Company faces competition from a variety of sources. There are several large producers of farm products including green tea and there are numerous companies that develop and market nutraceutical products that include bio-available compounds including those from green tea extract. Many of these competitors benefit from established distribution, market-ready products, and greater levels of financing. Plandaí intends to compete by producing higher quality and higher concentration extracts, producing at lower costs, and controlling a vertically integrated market that includes all stages from farming through production and marketing.

CUSTOMERS

Plandaí will market to end users as well as other nutraceutical companies that require high-quality bio-available extracts for their products. In addition, the Company anticipates having surplus farm products including avocado, and macadamia nuts.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2012 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2011

SALES

Revenue increased from $13,896 to $131,999 forFor the three months ended DecemberMarch 31, 20122014, revenues were $12,554 compared to revenues of $65,850 for the same period in 2011. The $118,103 increase in revenue is primarily attributable to thesalesquarter ended March 31, 2013, a decrease of avocados, macadamia nuts andapproximately $53,296. Sales consisted of timber from the company’s tea estate in South Africa. In the prior year, sales also included avocados and macadamia nuts. In 2013, the company subleased the farming of avocados and macadamia nuts to a third party, the proceeds from such lease being offset to rent expense.

Revenues for the nine months ended March 31, 2014 were $250,859 which included $196,906 from the sale of a license agreement, compared to revenues of $313,716 for the nine months ended March 31, 2013. Sales of Phytofare™ extracts are not expected to commence until Fall 2013,spring 2014, when the commercial-grade extraction facility is completed.

EXPENSES

Cost of sales for the quarter ended March 31, 2014 was $141,046, which consists of expenses incurred with managing and restoring the Senteeko Tea Estate, compared to $356,363 for the prior year quarter. For the three months period ended December 31, 2012 and 2011, the Company reported $125,493 and $4,167 of payroll expenses, respectively. The increase is attributable to the farm workers hired to begin cultivating the farm land.

For the three months period ended December 31, 2012 and 2011, the Company reported $82,301 and $18,610 of professional fees, respectively. The increase is primarily attributable to legal fees.

For the three months period ended December 31, 2012 and 2011, the Company reported $18,103 and $21,647 of general and administration fees, respectively. The decrease was due to less travel costs.

OTHER

For the threenine months ended DecemberMarch 31, 20122014 and 2011,2013, cost of sales were $$483,675 and $720,838, respectively. Costs decreased in the Company reported interest expensecurrent year because a significant portion of $68,343 and $0, respectively, an increase of $68,343. The increase was due to the interest accrued on the Land Bank credit line.

SIX MONTHS ENDED DECEMBER 31, 2012 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2011

SALES

Revenues increased from $14,776 to $249,903 for the six months ended December 31, 2012, compared to the same period in 2011. The $235,127 increase in revenue is primarily attributable to the sales of avocados, macadamia nuts and timber from the company’s tea estate rehabilitation took place in South Africa.

Sales of Phytofare™ extracts are not expected to commence until Fall 2013, when the commercial-grade extraction facility is completed.2013.

EXPENSES

For the six months period ended December 31, 2012 and 2011, the Company reported $170,465 and $4,431 of payrollTotal expenses respectively. The increase is attributable to the farm workers hired to begin cultivating the farm land.

For the six months period ended December 31, 2012 and 2011, the Company reported $150,799 and $46,174 of professional fees, respectively. The increase is primarily attributable to legal fees.

Selling, general and administrative expenses increased $132,473 from $22,816 to $155,289 for the sixthree months ended DecemberMarch 31, 2012, as compared to the same period in 2011. The increase was primarily due to the Company’smanaging the rehabilitation of the tea estate.

OTHER

For the six months ended December 31, 20122014 and 2011, the Company reported interest expense of $105,6922013 were $2,775,627 and $0,667,012, respectively, an increase of $105,692.$2,108,615. Expenses in 2013 consisted primarily of salaries, rent and professional services. 2014 expenses include $800,000 in consulting fees and $459,000 in finance costs incurred as a result of issuing common stock to various third parties in connection with the stock purchase agreement (see Note 9). In addition, Salaries and Wages increased from $115,487 to $1,133,741, resulting from the issuance of 4,000,000 shares of common stock under employment agreements with the company’s officers.

Total expenses for the nine months ended March 31, 2014 and 2013 were $4,402,706 and 1,373,685, respectively, an increase of $3,029.021. The increase was dueis attributed to include $800,000 in consulting fees and $459,000 in finance costs incurred as a result of issuing common stock to various third parties in connection with the interest accrued onstock purchase agreement (see Note 9). In addition, Salaries and Wages increased from $308,523 to $2,204,284, resulting from the Land Bank credit line.issuance of common stock under employment agreements with the company’s officers.

LIQUIDITY AND CAPITAL RESOURCES

For the sixnine months ended DecemberMarch 31, 2012,2014, the Company's cash used in operating activities totaled $705,102,$1,832,710, which was primarily attributable to a loss from operations and cashassociated with managing the Senteeko Tea Estate. Cash used in investing activities was $1,301,103$1,111,584, which consisted of the purchase of fixed assets and deposits on equipment.to be used in production. Cash provided by financing activities was $3,387,005,$3,071,459, generated by draw downs on a linefrom an increase in long term borrowings and convertible debentures, and the sale of credit and advances on the loan from the Land and Agriculture Bank of South Africa.common stock. As of DecemberMarch 31, 2012,2014, the Company had current assets of $1,449,125$635,711 compared to current liabilities of $341,302. For the six months ended December 31, 2011, the Company’scash used in operating activities totaled $39,520,$557,892, of which was primarily attributable$352,120 related to a loss from operations, and cash used in investing activities was $230 which consisted of the purchase of fixed assets. Cash provided by financing activities was $41,295, which was from loans from related parties.accrued derivative liability associated with our convertible debentures.

PLAN OF OPERATION

The Company's long-term existence is dependent upon our ability to execute our operating plan and to obtain additional debt or equity financing to fund payment of obligations and provide working capital for operations. In AprilJune 2012,[see Note 6 to financial statements] the Companythrough majority-owned subsidiaries of Dunn Roman Holdings Africa (Pty) Limited, , executed final loan documents on a 100 million Rand (approx. $13 million USD) financing with the Land and Agriculture Bank of South Africa and has begun rehabilitating the Senteeko Tea Estate so that it can begin yielding green tea feedstock by Autumnthe end of 2013. The companyCompany has also commenced construction of the factory and associated equipment necessary to begin the extraction process on live botanical matter, including green tea and citrus, with a goal to have the factory completed by the end of Spring, 2013. Once the facility is testedMay 2014 and operational theby July 1, 2014.

companyThe loans all bear interest at the rate of prime plus 0.5% per annum and are all due in seven years. In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first draw down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. As of March 31, 2014, a total of $8,414,166 had been drawn down against the loans by Green Gold Biotechnologies (Pty) Ltd., which was used to purchase fixed assets that will commence processing citrus material for its Phytofare™ Citrus Limonoid Glucoside Complexbe employed in Fall 2013 until the green tea is readySouth Africa to harvest.

Management anticipates that it will require additional infusions of capital in order to meetproduce the Company’s long terms and short term operational objectives. Discussions are underwaybotanical extracts. Additionally, $2,327,479 had been drawn down against the loans by Breakwood Trading22 (Pty) Ltd. to license aspectsfund the rehabilitation of the technology, borrow funds,Senteeko Tea Estate, including the repair of roads, bridges, and secure grants for researchonsite worker housing, and development, a combinationthe pruning, weeding and fertilizing of plantation.

On February 4, 2014, the Company executed an stock purchase agreement in the amount of $15,300,000 which enablepermits the Company to continue implementingsell shares, at its business plan.option generally based on current market prices for the 30 month period commencing upon the execution of the stock purchase agreement, subject to the registration of resale of the underlying shares with the Securities and Exchange Commission. The Company received $300,000 in proceeds under the agreement in exchange for 480,000 shares of restricted common stock sold upon the execution of the stock purchase agreement.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.

Revenue recognition

The Company derives its revenue from the production and sale of farm goods, raw materials and the sale of bioavailable extracts in both raw material and finished product form.The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for Revenues are recognized when product is ordered and delivered. Product shipped on consignment is not counted in revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company mainly sells to retailers. There are no price incentives and the product can only be returned if defective. As the Company does not believe defective merchandise is likely an allowance has not been recognized. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales.until sold.

Intangible and Long-Lived Assets

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360,Property “Property Plant and EquipmentEquipment”, which establishes a primary asset“primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Goodwill is accounted for in accordance with ASC Topic 350,Intangibles “Intangibles – Goodwill and OtherOther”. We assess the impairment of long-lived assets, including goodwill and intangibles on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel. We have determined that there was no impairment of goodwill during 20112014 or 2010.2013. The share exchange did not result in the recording of goodwill and there is not currently any goodwill recorded.

Potential Derivative Instruments

Potential Derivative Instruments

We periodically assess our financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Non-Controlling Interest

Minority Interest

Plandaí owns 82%100% of Dunn Roman Holdings—Africa, which in turn owns 74% each of Breakwood Trading 22 (Pty, Ltd. and 84% of Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the Black Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-owned subsidiaries, that portion of subsidiary net equity attributable to the minoritynon-controlling ownership, together with an allocated portion of net income or net loss incurred by the subsidiaries, must be reflected on the consolidated financial statements. On the balance sheet, minoritynon-controlling interest has been shown in the Equity Section, separated from the equity of Plandaí, while on the income statement, the minoritynon-controlling shareholder allocation of net loss has been shown in the Consolidated Statement of Operations.

Currency Translation Adjustment

The Company maintains significant operations in South Africa, where the currency is the Rand. The subsidiary financial statements are therefore converted into US dollars prior to consolidation with the parent entity, Plandaí Biotechnology, Inc. US GAAP requires that the weighted average exchange rate be applied to the foreign income statements and that the closing exchange rate as of the period end date be applied to the balance sheet. The cumulative foreign currency adjustment is included in the equity section of the balance sheet.

ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK RISKS RELATED TO OUR BUSINESS

We Have Historically Lost Money and Losses May Continue in the Future

We have historically lost money.   The loss for the fiscal year ended June 30, 2012 was $3,774,307 and future losses are likely to occur.  Accordingly, we may experience significant liquidity and cash flow problems ifThis item is not applicable as we are not able to raise additional capital as needed and on acceptable terms.  No assurances can be given we will be successful in reaching or maintaining profitable operations.

We Will Need to Raise Additional Capital to Finance Operations

Our operations have relied almost entirely on external financing to fund our operations.  Such financing has historically come fromcurrently a combination of borrowings and from the sale of common stock and assets to third parties.  We will need to raise additional capital to fund our anticipated operating expenses and future expansion.  Among other things, external financing will be required to cover our operating costs.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  The sale of our common stock to raise capital may cause dilution to our existing shareholders.  Our inability to obtain adequate financing will result in the need to curtail business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

The report of our independent accountants on our June 30, 2012 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages.  Our ability to continue as a going concern will be determined by our ability to

obtain additional funding.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly

There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop.  As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock

To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:

·the compensation received by the brokerage firm's sales person for the trade.

In addition, the brokerage firm must send the investor:

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.

Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower

prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

We Could Fail to Retain or Attract Key Personnel

Our future success depends in significant part on the continued services of Roger Duffield, our President.  We cannot assure you we would be able to find an appropriate replacement for key personnel.  Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan.  We have no employment agreements or life insurance on Mr. Duffield.  

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of oursmaller reporting company.  As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report,March 31, 2014, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of June 30, 2012March 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II  

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

This item inis not applicable as we are currently considered a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None duringOn January 15, 2014, the three monthsCompany issued a total of 2,036,000 shares of unregistered restricted common stock to satisfy a loan obligation of $482,958. The recipient of those shares was an accredited investor, and the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

On January 30, 2014, the Company issued a total of 2,717,035 shares of unregistered restricted common stock satisfy loan obligations of $150,000. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

In February 2014, the company issued a total of 8,640,000 shares of unregistered restricted common stock to employees, including officers of the company, under compensation agreements entered into in prior years. The value of these shares was accrued as Common Stock Issuable in the accompanying financial statements. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

During the quarter ended DecemberMarch 31, 2012.2014, the company issued a total of 540,000of unregistered restricted common stock to a third party as consideration for executing a stock purchase agreement. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

During the quarter ended March 31, 2014, the company issued a total of 1,180,033 shares of unregistered restricted common stock to various third parties in exchange for cash totaling $600,000. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Plandaí Biotechnology, Inc. includes herewith the following exhibits:

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Plandaí Biotechnology, Inc.
(Registrant)