UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-Q(MARK ONE)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR
THE QUARTERLY PERIOD ENDED: September 30, 2016



☐ 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



PLANDAÍ
BIOTECHNOLOGY, INC.




(Name of small business issuer in its charter)



|Nevada                                                             |  | 45-3642179                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State or other jurisdiction
    of
incorporation or organization) |  | (I.R.S. Employer
Identification
    No.)
|                                                                   |  |                                         
|4811 49th
    Street, San Diego, CA                                |  | 92115                                   
|(Address of principal executive
    offices)                       |  | (Zip Code)                              



|Registrant’s telephone
    number, including area code: (917) 900-6829
|----------------------------------------------------------------------



|Securities registered under Section 12(b)
    of the Exchange Act: |  | None            
|------------------------------------------------------------------ |  | ----------------
|                                                                   |  |                 
|Securities registered under Section 12(g) of the
    Exchange Act: |  | None            
|                                                                   |  | (Title
of Class)



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. Yes ☐   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). Yes ☐   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.



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☐ | 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 ☒   No ☐



State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 30,
2016, the issuer had 243,630,359 shares of its common stock issued and outstanding.




















Explanatory
Statement



This
quarterly report on Form 10-Q for the quarter ended September 30, 2016, is submitted by Plandaí Biotechnology, Inc.
(“Company”) and includes unaudited financial statements not reviewed by an independent accounting firm, pursuant to an exemption
provided by 17 CFR § 240.12b-21. The unaudited financial statements contain the last known financial information available for the
quarter ended September 30, 2016. The Company was formerly a reporting company under the 1934 Securities and Exchange Act, with
a class of securities voluntarily registered pursuant to Section 12g. The Company terminated its registration with the Securities
and Exchange Commission by filing Form 15-12g on January 31, 2017. The Company’s charter was thereafter suspended by
the State of Nevada for non-payment of fees. The Company submits the following facts which are relevant to its inability to file financial
statements with any customary review and informal approval by an independent audit firm with this filing because (i) the required financial
information and confirmations are not reasonably available; and, (ii) the required information and financial confirmations are unavailable
because the particular persons with whom the required information rests are now unaffiliated with the Company and unavailable to it.
The declaration of Tad Mailander is submitted herewith as an exhibit containing additional facts.



| | 1. | The required confirmed
    financial information is unavailable. The Company investigated and contacted the Company’s former controller and accountant,
    Louisa Willemse, as well as the Company’s former Chief Executive Officer and Chief Financial Officer, Mr. Roger Duffield, both
    residing in South Africa. Each disclaimed having any Company records – financial or otherwise – from Company operations
    for fiscal 2016 or at any time prior, including the subject quarterly report for the period ended September 30, 2016.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Persons with the Required
    Audit Knowledge are Now Unaffiliated with the Company or Unavailable. As discussed above, the Company contacted the former controller
    and accountant (Ms. Willemse) and the Company’s Chief Executive Officer and Chief Financial Officer (Mr. Duffield). Each are
    unaffiliated with the Company or its current management as of the date of this filing, and approximately for the past five years.
    Aside from each of Ms. Willemse and Mr. Duffield denying having any Company financial or operational audit records or documents,
    each denied having any percipient knowledge about the Company’s finances or operations for the quarter ended September 30,
    2016. The Company further attempted to contact former director Callum Duffield, a citizen and resident of the United Kingdom, and
    Daron Baylis-Duffield, a resident of South Africa, who did not respond to the Company’s inquiries for required information.
    The Company also communicated with its former director Brian Johnson, who had no documents or records and no required financial knowledge.
    The Company also contacted Haynie & Co. the successor to Cutler & Co., the Company’s independent auditor that was engaged
    in 2016. Neither had any records related to the Company for the quarter ended September 30, 2016.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











PART 1
– FINANCIAL INFORMATION



Item 1.
Financial Statements



PLANDAI
BIOTECHNOLOGY, INC.

CONSOLIDATED
BALANCE SHEETS

(Unaudited)





|                                                                                                                                                                             |  | September 30, |             |   | June 30, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | -------- | -
|                                                                                                                                                                             |  | 2016          |             |   | 2016     |  
|ASSETS                                                                                                                                                                       |  |               |             |   |          |  
|Current
    Assets:                                                                                                                                                          |  |               |             |   |          |  
|Cash                                                                                                                                                                         |  | $             | 22,091      |   |          | $
|Inventory                                                                                                                                                                    |  |               | 61,738      |   |          |  
|Accounts
    Receivable                                                                                                                                                      |  |               | 21,314      |   |          |  
|Prepaid
    Expenses and Other Current Assets                                                                                                                                |  |               | 54,737      |   |          |  
|Total
    Current Assets                                                                                                                                                     |  |               | 159,880     |   |          |  
|                                                                                                                                                                             |  |               |             |   |          |  
|Deposits                                                                                                                                                                     |  |               | 71,170      |   |          |  
|Other
    Assets                                                                                                                                                             |  |               | 99,403      |   |          |  
|Fixed
    Assets – Net                                                                                                                                                       |  |               | 6,503,827   |   |          |  
|Total
    Assets                                                                                                                                                             |  | $             | 6,834,280   |   |          | $
|                                                                                                                                                                             |  |               |             |   |          |  
|LIABILITIES
    & STOCKHOLDERS’ DEFICIT                                                                                                                                      |  |               |             |   |          |  
|Current
    Liabilities:                                                                                                                                                     |  |               |             |   |          |  
|Accounts
    Payable and Accrued Expenses                                                                                                                                    |  | $             | 697,188     |   |          | $
|Accrued
    Interest                                                                                                                                                         |  |               | 855,746     |   |          |  
|Convertible
    Notes                                                                                                                                                        |  |               | 93,283      |   |          |  
|Current
    Portion of Long Term Debt                                                                                                                                        |  |               | 14,946,641  |   |          |  
|Derivative
    Liability                                                                                                                                                     |  |               | 844,729     |   |          |  
|Related
    Party Note Payable                                                                                                                                               |  |               | 50,526      |   |          |  
|Related
    Party Payables                                                                                                                                                   |  |               | 15,990      |   |          |  
|Total
    Current Liabilities                                                                                                                                                |  |               | 17,504,103  |   |          |  
|                                                                                                                                                                             |  |               |             |   |          |  
|Other
    Liabilities                                                                                                                                                        |  |               | 142,600     |   |          |  
|Deferred
    Lease Obligation                                                                                                                                                |  |               | 1,740,463   |   |          |  
|TOTAL
    LIABILITIES                                                                                                                                                        |  |               | 19,387,166  |   |          |  
|                                                                                                                                                                             |  |               |             |   |          |  
|STOCKHOLDERS’
    DEFICIT                                                                                                                                                    |  |               |             |   |          |  
|Common
    Stock, authorized 500,000,000 shares, $0.0001 par value, 243,630,359 and 187,531,236 shares issued and outstanding as of September 30,
    2016 and June 30, 2016 |  |               | 24,362      |   |          |  
|Additional
    Paid-In Capital                                                                                                                                               |  |               | 31,616,856  |   |          |  
|Accumulated
    Deficit                                                                                                                                                      |  |               | (41,704,202 | ) |          |  
|Cumulative
    Foreign Currency Translation Adjustment                                                                                                                       |  |               | (215,906    | ) |          |  
|Total
    Stockholders’ Deficit                                                                                                                                              |  |               | (10,278,890 | ) |          |  
|Non-controlling
    Interest                                                                                                                                                 |  |               | (2,273,996  | ) |          |  
|Equity
    Allocated to Plandaí Biotechnology                                                                                                                                |  |               | (12,552,886 | ) |          |  
|Total
    Liabilities and Stockholders’ Deficit                                                                                                                              |  | $             | 6,834,280   |   |          | $



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



1







PLANDAI
BIOTECHNOLOGY, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

(Unaudited)



|                                            |  | Three
    Months Ended |            
|------------------------------------------- |  | ---------------------- | -----------
|                                            |  | September 30,          |            
|                                            |  | 2016                   |            
|Revenues                                    |  | $                      | 80,820     
|                                            |  |                        |            
|Expenses:                                   |  |                        |            
|Production
    Costs                        |  |                        | 169,082    
|Payroll                                     |  |                        | 147,655    
|Rent                                        |  |                        | 93,575     
|Professional
    Services                   |  |                        | 47,543     
|Depreciation                                |  |                        | 133,054    
|General
    and Administrative              |  |                        | 209,106    
|Total
    Expenses                          |  |                        | 800,015    
|                                            |  |                        |            
|Operating
    (Loss)                        |  |                        | (719,195   
|                                            |  |                        |            
|Other
    Income (Expense)                  |  |                        |            
|Other
    Income                            |  |                        | 27,274     
|Change
    in Derivative Liability          |  |                        | 70,595     
|Derivative
    Interest                     |  |                        | (7,187     
|Interest
    Expense                        |  |                        | (481,939   
|Net
    (Loss)                              |  | $                      | (1,110,452 
|                                            |  |                        |            
|Allocation
    to Non-controlling Interests |  |                        | 94,656     
|                                            |  |                        |            
|Net
    (Loss), Adjusted                    |  | $                      | (1,015,796 
|Other
    Comprehensive Income (loss):      |  |                        |            
|Foreign
    Currency Translation Adjustment |  |                        | (228,684   
|                                            |  |                        |            
|Comprehensive
    Income (Loss)             |  | $                      | (1,224,480 
|                                            |  |                        |            
|Basic
    & diluted loss per share          |  | $                      | (0.00      
|                                            |  |                        |            
|Weighted
    Avg. Shares Outstanding        |  |                        | 252,353,992



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



2







PLANDAI
BIOTECHNOLOGY, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                                                    |  | For
    the three months ended |            |   | For
    the three months ended |  
|----------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ------------------------------ | -
|                                                                                    |  | September 30,                  |            |   | September 30,                  |  
|                                                                                    |  | 2016                           |            |   | 2015                           |  
|CASH
    FLOWS FROM OPERATING ACTIVITIES:                                           |  |                                |            |   |                                |  
|Net
    Loss                                                                        |  | $                              | (1,110,452 | ) |                                | $
|Adjustments
    to reconcile net loss to net cash provided by operating activities: |  |                                |            |   |                                |  
|Depreciation                                                                        |  |                                | 133,054    |   |                                |  
|Amortization
    of Debt Discount                                                   |  |                                | 16,101     |   |                                |  
|Capitalized
    Lease Obligation                                                    |  |                                | 84,557     |   |                                |  
|Stock
    Issued or Payable for Services                                            |  |                                | 282,401    |   |                                |  
|Derivative
    Interest                                                             |  |                                | 147,846    |   |                                |  
|Change
    in Value of Derivative Liability                                         |  |                                | (70,595    | ) |                                |  
|Increase
    in Notes Payable from Interest Added to Principal                      |  |                                | 222,016    |   |                                |  
|Changes
    in Assets and Liabilities:                                              |  |                                |            |   |                                |  
|Decrease
    in Accounts Receivable                                                 |  |                                | 22,818     |   |                                |  
|Increase
    in Deposits                                                            |  |                                | (924       | ) |                                |  
|(Increase)
    Decrease in Inventory                                                |  |                                | 9,075      |   |                                |  
|Decrease
    in Prepaid Expenses and Other Current Assets                           |  |                                | 15,463     |   |                                |  
|Decrease
    (Increase) in Other Assets                                             |  |                                | 27,669     |   |                                |  
|(Decrease)
    Increase in Accounts Payable and Accrued Expenses                    |  |                                | (52,876    | ) |                                |  
|Increase
    in Deferred Lease Obligation                                           |  |                                | -          |   |                                |  
|Increase
    in Accrued Interest                                                    |  |                                | 114,571    |   |                                |  
|Net
    Cash Used in Operating Activities                                           |  |                                | (159,275   | ) |                                |  
|                                                                                    |  |                                |            |   |                                |  
|CASH
    FLOWS FROM INVESTING ACTIVITIES:                                           |  |                                |            |   |                                |  
|Purchase
    of Fixed Assets                                                        |  |                                | (51,209    | ) |                                |  
|Net
    Cash Used in Investing Activities                                           |  |                                | (51,209    | ) |                                |  
|                                                                                    |  |                                |            |   |                                |  
|CASH
    FLOWS FROM FINANCING ACTIVITIES:                                           |  |                                |            |   |                                |  
|Proceeds
    from Issuing Convertible Notes                                         |  |                                | 163,000    |   |                                |  
|Proceeds
    from Issuing Notes Payable                                             |  |                                | -          |   |                                |  
|Principal
    Payments on Notes Payable                                             |  |                                | -          |   |                                |  
|Proceeds
    from the Sale of Common Stock                                          |  |                                | -          |   |                                |  
|Net
    Cash Provided by Financing Activities                                       |  |                                | 163,000    |   |                                |  
|Effect
    of Exchange Rates on Cash Flows                                          |  |                                | 56,661     |   |                                |  
|                                                                                    |  |                                |            |   |                                |  
|Net
    Increase (Decrease) in Cash and Cash Equivalents                            |  |                                | 9,176      |   |                                |  
|Cash
    and Cash Equivalents at Beginning of Period                                |  |                                | 12,915     |   |                                |  
|Cash
    and Cash Equivalents at End of Period                                      |  |                                | 22,091     |   |                                |  
|                                                                                    |  |                                |            |   |                                |  
|NON-CASH
    INVESTING AND FINANCING ACTIVITIES                                     |  |                                |            |   |                                |  
|Shares
    issued to retire debt                                                    |  | $                              | 231,765    |   |                                | $
|Interest
    added to debt principal                                                |  |                                | 222,016    |   |                                |  
|                                                                                    |  |                                |            |   |                                |  
|SUPPLEMENTAL
    CASH FLOW INFORMATION:                                             |  |                                |            |   |                                |  
|Cash
    paid during the period for:                                                |  |                                |            |   |                                |  
|Interest                                                                            |  | $                              | -          |   |                                | $
|Income
    taxes                                                                    |  | $                              | -          |   |                                | $



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

3







PLANDAI
BIOTECHNOLOGY, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Unaudited)



NOTE
1 – NATURE OF OPERATIONS AND GOING CONCERN



Plandaí
Biotechnology, Inc.’s (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
and its subsidiaries focus on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical
industries. The Company grows much of the live plant material used in its products on a 3,237 hectare (approx. 8,000 acre) estate it
operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process
that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market was PhytofareTM
Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. Additional extracts utilizing citrus,
artemisia, and cannabis are in various stages of development and testing. 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.



NOTE
2 – SUMMARY OF ACCOUNTING POLICIES



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 results of operations for the three ended September
30, 2016 and 2015. The Company has adopted the US dollar as the reporting currency for accounting and reporting purposes.



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.



Interim
Financial Statements



The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements
include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading.
Operating results for the three months ended September 30, 2016 are not necessarily indicative of the final results that may be expected
for the year ended June 30, 2017. For more complete financial information, these unaudited financial statements should be read in conjunction
with the audited financial statements for the year ended June 30, 2016 filed with OTC.



4







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.



Business
Combinations and Acquisitions



The
disclosure requirements for business combination and acquisitions are intended to enable users of financial statements to evaluate the
nature and financial effects of:



| | ● | A
                                            business combination that occurs either during the current reporting period or after the
                                            reporting period, but before the financial statements are issued
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Adjustments
                                            recognized in the current reporting period that relate to business combinations that occurred
                                            in current and previous reporting periods
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
                                            nature of the relationship between the parent and a subsidiary or investee when the parent
                                            does not have 100 percent ownership or control
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company discloses each material business combination in the period in which the business combination occurs. The Company also discloses
information about acquisitions made after the balance sheet date, but before the financial statements are issued. Gains or losses arising
from the deconsolidation of a business when the company loses control of that business are also disclosed. Acquisition costs incurred
such as legal, advisory and consulting fees are expensed as incurred. In accordance with ASC 805-10-25-1, ASC 805-10-05-4 and IFRS 3.4,
5, the Company employs the Acquisition Method of accounting for routine acquisitions and combinations.



Net
Loss Per Common Share



The
Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common
shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average
shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders
by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if
any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per
share is not presented, as potentially issuable securities are anti-dilutive.



In
January 2014, the Company issued warrants to purchase 5,000,000 shares of the Company’s common stock which have a strike price
of $0.01/share. On November 10, 2015, the Company issued warrants to purchase 2,500,000 shares of the Company’s common stock at
an exercise price of $0.10 per share, such warrants expiring three years after issuance. The warrants were issued as part of a stock
purchase agreement with a third party. However, since the Company incurred a loss for all periods presented, the warrants are considered
anti-dilutive.



During
the year ended June 30, 2015, a total of 1,666,666 warrants were exercised utilizing a “cashless” option resulting in the
issuance of 1,629,212 shares of restricted common stock, leaving 5,833,334 outstanding exercisable warrants at September 30, 2016 and
June 30, 2016.



Recent
Accounting Pronouncements



Recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed
by management to have a material impact on the Company’s present or future financial statements.



5







NOTE
3 – FIXED ASSETS



Fixed
assets are stated at cost, less accumulated depreciation, and consist of plant and equipment, machinery, leasehold improvements, furniture
and fixtures, automobiles, and computers. As of September 30, 2016 and June 30, 2016 fixed assets consisted of the following:



|                                   |  | September 30,
    2016 |            |   | June 30,
    2016 |  
|---------------------------------- |  | ---------------------- | ---------- | - | ----------------- | -
|Total
    Fixed Assets             |  | $                      | 7,678,487  |   |                   | $
|Less:
    Accumulated Depreciation |  |                        | (1,174,660 | ) |                   |  
|Fixed
    Assets, net              |  | $                      | 6,503,827  |   |                   | $



The
increase in fixed assets results in part from the fluctuation of the South African Rand against the U.S. Dollar, as all of the Company’s
fixed assets are located in South Africa, offset by acquisitions and depreciation expense, which is likewise effected by currency fluctuations.



Depreciation
expense



Depreciation
expense for the three months ended September 30, 2016 was $133,054 compared to $144,213 for the three and months ended September 30,
2015. The difference between accumulated depreciation and depreciation expense results from the application of the currency adjustment.



NOTE
5 – NOTES PAYABLE



As
of the dates presented, the long-term loan balances were as follows:



|                                            |  | Interest Rate |  | Due
    Date  |  | September 30,
                                            2016 |             |   | June 30, 2016 |  
|------------------------------------------- |  | ------------- |  | ------------- |  | -------------------------------------------------------------- | ----------- | - | ------------- | -
|Loan
    Principle and Interest - Land Bank |  | See
    below |  | See
    below |  | $                                                              | 8,341,823   |   |               | $
|Notes
    Payable – other third party       |  | 6%            |  | July 1, 2017  |  |                                                                | 6,900,000   |   |               |  
|Less:
    Discount                          |  |               |  |               |  |                                                                | (295,182    | ) |               |  
|                                            |  |               |  |               |  |                                                                | 14,946,641  |   |               |  
|Less:
    Current Portion                   |  |               |  |               |  |                                                                | (14,946,641 | ) |               |  
|Long
    Term Debt, Net of Discount         |  |               |  |               |  | $                                                              | -           |   |               | $



Notes
Payable – other third party



Between
November 25, 2013 and June 4, 2015, the Company issued a total of $6,500,000 in notes payable to a third party, the proceeds from which
were used for working capital purposes. In July 2015, the Company issued a note payable for $400,000 to the third party in exchange for
cash of $384,170 and payment of expenses on behalf of the Company of $15,830. The note bears interest at 6% per annum and was originally
due February 1, 2016.



Collectively,
these notes total $6,900,000 as of September 30, 2016 and June 30, 2016, and were due and payable twelve months after issuance. The Company
subsequently renegotiated the due date on each of these notes to July 1, 2017. The Company is not required to make monthly payments on
any of these notes. As of September 30, 2016 and June 30, 2016, the Company recorded accrued interest pertaining to the outstanding notes
payable in the amounts of $816,652 and $720,488, respectively.



6







Land
and Agriculture Bank of South Africa



In
June 2012, the Company, through the majority-owned subsidiaries of Dunn Roman Holdings, Inc., executed final loan documents on a 100
million Rand (approx. $6.5 million USD at current rates) financing with the Land and Agriculture Bank of South Africa (“Land Bank”).
The total loan is comprised of multiple agreements totaling, between Green Gold Biotechnologies (Pty) Ltd. and Breakwood Trading 22(Pty)
Ltd., 100 million rand (approx. $6.5 million USD at current exchange rates). 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 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. 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, none of which are
currently in compliance. However, the Company consistently notified the Bank of this situation and has requested written documentation
as to the Bank’s intention. The Bank has provided documentation extending the “holiday” at least through December 2016.
As of and through the date of this report, the Land Bank has not provided any notice of default or requested compliance with the terms
of the loans.



During
the year ended June 30, 2012, the Company issued 1,500,000 shares of restricted common stock to three Dunn Roman shareholders in exchange
for their shares of Dunn Roman Holdings which had been previously issued. The acquired Dunn Roman shares were then provided to third
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 owned by non-white South Africans. The Company has therefore determined to treat the value of the shares issued to acquire
the Dunn Roman stock ($585,000, based on the value of shares on the date of issuance) as a cost of securing the financing and recorded
as a loan discount which is amortized over the life of the loan (7 years). During the three months ended September 30, 2016 the Company
amortized $16,101, leaving a debt discount balance of $295,182 at September 30, 2016.



As
of September 30, 2016, a total of $8,341,823, which includes capitalized accrued interest, was owed to the Land Bank. The proceeds were
used to purchase fixed assets that are employed in South Africa to produce the Company’s botanical extracts, fund the rehabilitation
of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite management and farm worker housing, and the pruning, weeding
and fertilizing of the plantation. As the 25-month holiday in which no payments or interest are due expired in July of 2014, the Company
is required to make monthly payments of approximately 2,250,000 South African Rand (approximately $145,000 US Dollars). During the year
ended June 30, 2016, the Company paid approximately $162,329. Commencing August 2015, the Company ceased making payments to the Land
Bank and has been in discussions to renegotiate the payment terms of the obligation. The Land Bank has been cooperative in this effort
and has not expressed any intention to foreclose or accelerate the debt balances. Inasmuch as the Company is out of compliance with certain
loan covenants including the non-payment of scheduled monthly amounts due under the various leases, the Company has elected to classify
the entire balance owed to the Land Bank as “current” in the accompanying balance sheets as of September 30, 2016 and June
30, 2016.



NOTE
6 – NOTES PAYABLE TO RELATED PARTIES



On
January 1, 2016, the Company borrowed £35,000 ($50,526 at March 31, 2016), from the son of Roger Baylis- Duffield, the Company’s
Chief Executive Officer, the proceeds from which were used for general operating purposes. The note bears interest at the rate of 15%
per annum, with interest due semi-annually, and the balance plus any accrued interest due and payable on December 31, 2016. In December,
2016, the Company and lender agreed to extend the terms of the note until June 30, 2017.



7







NOTE
7 – CONVERTIBLE NOTES PAYABLE



|                                          |  | Principal Balance |          |   | Loan Discount |   |          | Accrued interest | 
|----------------------------------------- |  | ----------------- | -------- | - | ------------- | - | -------- | ---------------- | 
|June
    30,2016                          |  | $                 | 535,000  |   |               | $ | (381,165 | )                | 
|Issued
    in the period                  |  |                   | 163,000  |   |               |   | (163,000 | )                | 
|Converted
    into shares of common stock |  |                   | (231,765 | ) |               |   | -        |                  | 
|Payments
    of principal and interest    |  |                   | -        |   |               |   | -        |                  | 
|Amortization
    of debt discount         |  |                   | -        |   |               |   | 171,213  |                  | 
|Interest
    accrued                      |  |                   | -        |   |               |   | -        |                  | 
|September
    30, 2016                    |  | $                 | 466,235  |   |               | $ | (372,952 | )                | 



The
Company evaluated the terms of the conversion features of its convertible debentures in accordance with ASC Topic No. 815 - 40, Derivatives
and Hedging - Contracts in Entity’s Own Stockand determined they are indexed to the Company’s common stock and the conversion
features meet the definition of a liability, and therefore bifurcated the conversion features and accounted for them as a separate derivative
liability.



On
March 21, 2016, the Company executed a convertible promissory note in the amount of $52,500 with Essex Global Investment Corp. The note
bears interest at 10% per annum and is due and payable March 21, 2017. The note has conversions rights at 50% of the lowest trading price
of the Company’s common stock over the twenty days prior to conversion. On September 15, 2016, this note was purchased from Essex
by EMA Financial LLC, who subsequently converted $13,750 into 2,500,000 shares of common stock in accordance with the conversion terms
of the note. In March 2017, EMA sold the balance of the note to Black Mountain Equities.



On
November 12, 2015, the Company executed a convertible promissory note with a maximum principal amount of $250,000. Amounts received under
this promissory note are issued net of a 10% original issue discount. Each payment of consideration matures one year from the date of
distribution. The lender can convert the outstanding principal of the convertible promissory note into shares of the common stock at
any time at the lesser of $0.10 per share or 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion.
On July 18, 2016, the Company received $50,000, net of a discount of $5,000, with the aggregate principal balance to be repaid being
$55,000 and bringing the total owing under the note to $110,000. The debt discount on this advance was recorded as a reduction of the
convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on
this advance at origination at $60,249 using the Black Scholes valuation model with the following assumptions: dividend yield of zero,
12-month term to maturity, risk free interest rate of 0.5% and annualized volatility of 73%. $50,000 of the value assigned to the derivative
liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible
debenture and is being amortized over the life of the convertible debenture. The balance of $10,249 of the value assigned to the derivative
liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment
of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market
value as other income or expense.



On
August 25, 2016, the Company executed a convertible promissory note with a maximum principal amount of $600,000. Amounts received under
this promissory note are issued net of a $54,000 original issue discount which is applied pro-rata on each advance. Each payment of consideration
matures one year from the date of distribution. The lender can convert the outstanding principal of the convertible promissory note into
shares of the common stock at any time at 60% of the lowest trade share price occurring in the previous 25 trading days prior to conversion.
On August 31, 2016, the Company received $50,000, net of a discount of $5,000, with the aggregate principal balance to be repaid being
$55,000. The debt discount on this advance was recorded as a reduction of the convertible debenture and is being amortized over the life
of the convertible debenture. The Company valued the conversion features on this advance at origination at $60,249 using the Black Scholes
valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.5% and
annualized volatility of 73%. $50,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible
debenture. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible
debenture. The balance of $10,249 of the value assigned to the derivative liability was recognized as origination interest on the derivative
liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each
reporting period and recognition of any change in the fair market value as other income or expense.



8







On
September 22, 2016, the Company executed a 10% interest convertible promissory note in the amount of $57,500. The lender can convert
the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at 50% of the lowest
trade share price occurring in the previous 20 trading days prior to conversion. The Company received $50,000 upon closing of the note,
net of a debt discount of $7,500, and the aggregate principal balance to be repaid being $57,500. The debt discount was recorded as a
reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion
features on this advances at origination at $57,187 using the Black Scholes valuation model with the following assumptions: dividend
yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 35%. $50,000 of the value assigned
to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction
to the convertible debenture and will be amortized over the life of the convertible debenture. The balance of $7,187 of the value assigned
to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires
assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the
fair market value as other income or expense.



Changes
in Derivative Liabilities



|June
    30, 2016                                                           |  | $ | 1,022,472 |  
|--------------------------------------------------------------------------- |  | - | --------- | -
|Value
    acquired during the period                                        |  |   | 147,848   |  
|Settled
    on issuance of common stock                                     |  |   | (254,992  | )
|Settled
    on payment of outstanding principal and interest                |  |   | -         |  
|Revaluation
    on settlement on issuance of common stock or reporting date |  |   | (70,595   | )
|September
    30, 2016                                                      |  |   | 844,729   |  



NOTE
8 – DEFERRED LEASE OBLIGATIONS



Plandaí’s
subsidiaries have two long-term, material leases which 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 Deferred Lease Obligation. As of September 30, 2016 and June 30, 2016 the amount of this deferred
liability was $1,740,463 and $1,527,019, respectively.



Plandaí’s
subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party.
Bonokado currently farms avocado and macadamia nuts, neither of which factor into the Company’s future business model. The lease
is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. The lease requires monthly
payments of $3,643 (R650,000 annually) to the Company commencing in November 2016 with escalating payments of 8% per annum over the life
of the lease. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value
attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a Lease
Receivable in Other Assets. As of September 30, 2016 and June, 2016, the amount of this receivable was $99,403 and $118,038, respectively.
Over the life of the sublease, a total of R12,718,632 ($855,379) will be paid to the Company.



NOTE
9 – FOREIGN CURRENCY TRANSLATION ADJUSTMENT



The
Company’s principle 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 between July and September being used for income statement purposes and the closing exchange rate as of September 30 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. In the three months ended September 30, 2016, the Company recorded a foreign currency translation adjustment loss of $228,684.



9







NOTE
10 – COMMON STOCK



During
the three months ended September 30, 2016, the Company issued a total of 56,099,123 shares of restricted common stock as follows:



| | 3. | The
                                            Company issued 25,840,000 restricted common shares for services valued at $282,400, of which
                                            7,000,000 shares were issued under two consulting agreements to third parties on July 1,
                                            2016 and 18,840,000 were issued September 1, 2016 to pay accrued salaries to officers of
                                            the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The
                                            Company issued 30,359,123 restricted shares on the conversion of notes payable and accrued
                                            interest totaling $231,765.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Common
Stock Issuable



Pursuant
to two agreements executed on March 1, 2013 by the Company with two of its officers, the Company is obligated to issue 3,000,000 common
shares at the end of each completed year for services rendered to the Company. The Company records the value of these shares on quarterly
basis based on the value of the stock on the date of the agreements (March 1, 2013). As of September 30, 2016 and June 30, 2016, the
common shares issuable pursuant to the employment agreements were $105,000 and $60,000 respectively.



NOTE
12 – WARRANTS



On
January 28, 2014, the Company signed an agreement with Diego Pellicer, Inc. under which the Company received a license to use the Diego
Pellicer name and likeness on a future cannabis-based extract which is under development. As consideration for the license, the Company
issued warrants to purchase 5,000,000 shares of the Company’s common stock at a purchase price of $0.01 per share.



The
Company originally recorded a value of $5,749,985 as an asset. However, as the cannabis extract was still in development, the intangible
licenses asset balance was deemed fully impaired as of June 30, 2014, leaving a zero asset balance. Accordingly, the Company recorded
an impairment expense of $5,749,985. Should the cannabis extract come to market, the value of the license will be re-evaluated.



On
November 10, 2015, the Company issued warrants to purchase 2,500,000 shares of the Company’s common stock at an exercise price
of $0.10 per share, such warrants expiring three years after issuance. The warrants were issued as part of a stock purchase agreement
with a third party.



On
August 31, 2016, the Company issued warrants to purchase 1,466,666 shares of the Company’s common stock at an exercise price of
$0.03 per share, such warrants expiring 5 years from the date of issuance. The warrants were issued as consideration for debt financing.



The
following table summarizes share warrants activity for the periods presented:



|                                             |  | Number
                                            of Share Warrants |           |  | Weighted
Average Exercise Price
                                                                                                                                                                                                                                                                    ($) per Share |   |      | Weighted
Average Remaining Contractual Life | 
|-------------------------------------------- |  | -------------------------------------------------------------------- | --------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---- | ------------------------------------------- | 
|Warrants
    outstanding, June 30, 2016      |  |                                                                      | 5,833,334 |  |                                                                                                                                                                                                                                                                                                                   | $ | 0.05 |                                             | 
|Issued                                       |  |                                                                      | 1,466,666 |  |                                                                                                                                                                                                                                                                                                                   |   | 0.03 |                                             | 
|Exercised                                    |  |                                                                      | -         |  |                                                                                                                                                                                                                                                                                                                   |   | -    |                                             | 
|Cancelled                                    |  |                                                                      | -         |  |                                                                                                                                                                                                                                                                                                                   |   | -    |                                             | 
|Expired                                      |  |                                                                      | -         |  |                                                                                                                                                                                                                                                                                                                   |   | -    |                                             | 
|Warrants
    outstanding, September 30, 2016 |  |                                                                      | 7,300,000 |  |                                                                                                                                                                                                                                                                                                                   | $ | 0.05 |                                             | 
|Warrants
    exercisable, September 30, 2016 |  |                                                                      | 7,300,000 |  |                                                                                                                                                                                                                                                                                                                   | $ | 0.05 |                                             | 



10







The
following table summarizes information about warrants outstanding as of September 30, 2016:



|Exercise Price |  | Number of Warrants Outstanding |  | Weighted Average Life of Warrants Outstanding In Years
|-------------- |  | ------------------------------ |  | ------------------------------------------------------
|$0.01          |  | 3,333,334                      |  | 7.2 years                                             
|$0.03          |  | 1,666,666                      |  | 5.0 years                                             
|$0.10          |  | 2,500,000                      |  | 2.1 years                                             
|               |  | 5,833,334                      |  |                                                       



NOTE
13 – NON-CONTROLLING INTEREST



Plandaí
owns 100% of Dunn Roman Holdings—Africa, which in turn owns 74% 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 minority 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, minority interest has been shown
in the Equity Section, separated from the equity of Plandaí, while on the income statement, the minority shareholder allocation
of net loss has been shown in the Consolidated Statement of Operations.



NOTE
14 – RELATED PARTY TRANSACTIONS



The
Company had the following related party transactions during the three months ended September 30, 2016.



Related
Party Payables



As
of September 30, 2016 and June 30, 2016, the Company owed a total of $15,990 and $14,886, respectively, to Roger Duffield, our Chief
Executive Officer, for advances made to one of the Company’s South African subsidiaries in the ordinary course of business. The
advances are non-interest bearing and payable on demand.



Compensation
to Officers and Management



Pursuant
to employment agreements executed on March 2, 2013 with two of the Company’s officers, the Company is also obligated to issue 3,000,000
common shares at the end of each completed year for services rendered to the Company. At September 30, 2016 and June 30, 2016, with regards
to the future issuance of 3,000,000 shares, the Company accrued compensation expense for services completed in the amount of $105,000
and $60,000, respectively, as common stock issuable.



11







NOTE
15 – SUBSEQUENT EVENTS



Management
has 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 apart from the following:



| | ● | 8,496,966
                                            shares of restricted common stock were issued for cash proceeds of $102,218
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | 200,000
                                            shares of restricted common stock were issued for services rendered valued at $5,180
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | ● | 6,000,000
                                            shares of restricted common stock were issued on the conversion of $30,000 in convertible
                                            notes payable.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | 3,497,061
                                            shares of restricted common stock were issued on the exercise of warrants.
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | ● | The
                                            Company acquired 90,000 shares of the Series D Preferred Stock of Protext Mobility, representing
                                            65% of the voting capital of Protext, in exchange for all of the capital of the Company’s
                                            subsidiary, Plandaí Biotechnology South Africa (Pty) Ltd., which is engaged in pharmaceutical
                                            research. Ancillary to this transaction, the Company sold all of the capital of Cannabis
                                            Biosciences, Inc. to Protext in exchange for 60 million shares of Protext common stock. As
                                            a result of these transactions, both Plandaí Biotechnology South Africa and Cannabis
                                            Biosciences became wholly-owned subsidiaries of Protext Mobility, and Protext Mobility became
                                            a majority-owned subsidiary of the Company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
                                            Company issued a Promissory Note in the amount of $55,000 to an unrelated third party in
                                            exchange for $50,000 in proceeds. The note is due May 1, 2017.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
                                            Company received 60,000,000 shares of common stock previously issued to Moor Holdings, a
                                            trust benefiting Roger and Daron Baylis-Duffield, in exchange for 100,000 shares of Series
                                            A Preferred Stock. The Series A Preferred shares are convertible into 60 million shares of
                                            the Company’s common stock and have voting rights equal to all of the shares of the
                                            Company’s common stock outstanding plus one share. The 60 million shares of common
                                            stock received in this transaction were returned to treasury and cancelled.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







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



Plandaí
Biotechnology, Inc., (the “Company”) through its 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 principal 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 Company catered airline flights
and operated coffee shops, lounges and gift shops at airports and other facilities located in Florida, Alabama, and Georgia. The Company’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 Company 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 Company to Plandaí Biotechnology, Inc.



Plandaí
and its subsidiaries focus on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical
industries. The Company grows much of the live plant material used in its products on a 3,237-hectare (approx. 8,000 acre) estate it
operates under a notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is
designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market was PhytofareTM
Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. Additional extracts utilizing citrus,
artemisia, and cannabis are in various stages of development and testing. The Company’s principal holdings consist of land, farms,
and infrastructure in South Africa.



The
Company’s production facility in South Africa received its certificate of occupancy and operations on December 31, 2014. During
the fourth quarter of fiscal 2015, the Company began shipping product to customers and recording sales. However, a hailstorm during the
quarter destroyed a large percentage of the tea crop and there was insufficient time remaining in the growing season to yield another
harvest. As a result, sales for the final quarter through December 31, 2014, were limited. Production recommenced in October 2015
with the commencement of harvest season.



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, combined with projected sales for fiscal 2016, 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.



13







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 $8.3 million at current rate of exchange) financing with the Land and Agriculture Bank of South Africa
which will be used to build infrastructure and further operations. During the nine months ended March 31, 2016, we borrowed $400,000
from an unaffiliated third party under a promissory note due and payable July 1, 2016, and earning interest at 6% per annum. We
also sold 8,514,600 shares of our restricted common stock for net proceeds of $293,660 and issued $290,000 in convertible debentures.



PRODUCTS
AND SERVICES



Plandaí
has a proprietary technology that extracts a high level of bio-available compounds and phytonutrients from organic matter, including
green tea leaves, citrus and many other plants. Various tests have been conducted over the past ten years using this technology to generate
functional chemical compounds possessing nutritive properties that act effectively as preventive agents in the healthcare field. Polyphenols
from green tea are an excellent source of antioxidant and anti-carcinogenic substances. The Company leases 3,237 hectares (approx. 8,000
acres) of agriculture land in Mpumalanga, South Africa, under a notarial lease, which includes over a thousand acres of cultivated green
tea. In addition, the Company has recently completed a 100,000 sq. ft. state-of-the-art extraction facility on site which came online
in December 2014. Plandaí intends to use its plantation leases to focus on the farming of whole fruits, vegetables and live
plant material and the production of proprietary botanical extracts for the health and wellness industry using its proprietary extraction
technology and the extraction facility.



Many
botanical extracts have demonstrated varying degrees of health benefits, and many pharmaceutical drugs are either derived directly from
plant extracts or are synthetic analogs of phytonutrient molecules. Green tea leaf, for example, has shown promising in-vitro and animal
model results as an antioxidant, with hundreds of different published studies demonstrating its potential usefulness in weight loss,
anti-viral, anti-cancer, and anti-parasitic applications, amongst others.



The
Company has commercialized the Phytofare ®catechin complex and is currently developing the Phytofare ®limonoid
glycoside complex. The catechin complex is derived from green tea harvested locally on the Senteeko Tea Estate in Mpumalanga, South Africa,
and then processed on a state-of-the-art extraction facility constructed onsite using funds obtained from the Land and Agriculture Bank
of South Africa. The facility became operational in December 2014, with initial sales commencing in May 2015. The limonoid
glycoside product is extracted from lemons which are sourced from local orchards in South Africa and then produced in the same factory
that makes the green tea product. The Phytofare® Limonoid Glycoside Complex is scheduled be introduced to the market in late 2016.



On
August 30, 2013, Plandaí entered into a license agreement with North-West University in Potchefstroom, South Africa, which
granted the Company the exclusive right to use the University’s Pheroid ®technology to produce nano-entrapped botanical
extracts for human and animal use. The Company believes that this technology will enable it to develop products with much higher absorption
coefficients in both topical use and oral consumption.



During
the previous year, the Company completed two separate human studies designed to test both the efficacy and bioavailability of its Phytofare
®catechin complex. The first study was a topical trial designed to evaluate the effectiveness of the extract on treating
skin conditions associated with aging. Specifically, the study evaluated changes in skin elasticity, skin roughness and scaliness, and
skin hydration and found that Phytofare ®demonstrated statistically significant benefits over placebo in all areas except
skin elasticity, for which the length of the study was determined to be too short to render statistically reliable data.



The
second clinical study, completed by North-West University, Potchefstroom, South Africa, tested the oral bioavailability of Phytofare
®catechin complex in human subjects. The test results indicated that five times more Phytofare® extract was present
in the blood with all eight catechins detected compared with just two catechins from the generic green tea extract. In addition, after
24 hours, the blood levels of catechins from the Phytofare ®extract were still higher than the highest level attained
by the generic, which, after six hours, had disappeared from the blood. This study confirmed that Phytofare ®catechin
complex delivers more catechins to the blood than generic extract and that those catechins remain present and viable at least four times
longer.



14







The
Company is actively pursuing research on additional botanical extracts that have known or suspected pharmaceutical properties. This research
includes developing a non-psychoactive cannabinoid extract through the Company’s wholly owned subsidiary, Plandaí Biotechnology-
Uruguay, SA. This company has concluded its initial investigative research with live cannabis flower and leaf and intends to engineer
a pilot scale system for processing and recovering the cannabinoid complex in a highly bioavailable format without psychoactive effects.
The company was granted approval by the Uruguay Minister of Health in September 2014 to legally conduct cannabis research and development.
In February 2015, a new decree imposed the further requirement of an additional license from the Institute for Regulation and Control
of Cannabis (IRCCA). In May 2015, Plandaí received the license from IRCCA granting the necessary approvals under the new
laws and now permitting the research to move forward. The Phytofare ®cannabinoid complex will be subjected to chemical
profiling, as well as particle sizing and dosage. Independent in vitroand animal modelling will support the project’s prime
objective by scientifically investigating in animals efficient free-radical scavenging, demonstrating improvements to a variety of human
physiological processes including appetite, pain-sensation, mood, and memory. Despite the government approvals, there are still obstacles
preventing the continuation of the Company’s research; namely, the inability to import the seeds and other research materials necessary.
The Company is working with the Uruguay government to resolve these issues and research will recommence once resolved.



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 and citrus extracts. 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. The Company’s
unique patent-pending technology, combined with the patented Pheroid ®technology, should provide several unique market
advantages in the form of higher absorption, increased bioavailability, and lower dosage requirements.



CUSTOMERS



Plandaí
markets its products through distribution companies who the sell to various nutraceutical and supplement companies that require high-quality
bio-available extracts for their products. In certain countries where it is economically feasible, Plandaí sells direct to nutraceutical
and supplement manufacturers. The Company presently has distribution agreements with representation worldwide and also sells direct to
customers in South Africa.



RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016, AND SEPTEMBER 30, 2015.



SALES



For
the three months ended September 30, 2016, revenues were $80,820 compared to revenues of $40,831 for the quarter ended September 30,
2015. Sales for the 2016 quarter included sales of Phytofare, ®timber from the Company’s tea estate in South Africa,
and revenues from the on-site store. Sales in 2015 included timber from the Company’s tea estate in South Africa and revenues from
the on-site store.



EXPENSES



Our
total expenses for the three months ended September 30, 2016, were $800,015 as compared to $919,996 for the three months ended September 30,
2015. The decrease was due to a decrease in professional services of $99,082, a decrease in production costs of $35,710, and a decrease
in payroll of $60,795.



OTHER
INCOME & EXPENSES



Other
Income and Expenses for the three months ended September 30, 2016, included a $70,995 change in derivative liability and an interest
expense of ($481,939), as compared to an interest expense of (309,880) for the same period in 2015. The increase resulted from the Company
having substantially greater interest-bearing debt in 2016 versus 2015.



15







LIQUIDITY
AND CAPITAL RESOURCES



For
the three months ended September 30, 2016, the Company used cash in operating activities totaling (159,275), which was primarily
attributable to a loss from operations of (1,110,452) offset against several non-cash expense items such as depreciation of 133,054,
stock issued for services of $282,401, capitalized lease obligation of $84,557, and interest expense of $481,939 which was added to the
loan balance. Additionally, the loss was offset by changes in assets and liabilities accounts. Cash used in investing activities was
($51,209), which consisted of the purchase of fixed assets. Cash provided by financing activities was $163,000 generated by third party
loans, the issuance of convertible debt, the sale of common stock.



As
of September 30, 2016, the Company had current assets of $159,880 compared to current liabilities of $17,504,103. Current liabilities
include accounts payable and accrued liabilities of $697,188, and accrued interest of $855,746. Included in current liabilities is $14,946,641
of long-term debt that has been reclassified as current due to the Company being out of compliance with certain loan covenants.



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 April 2012, the Company through majority-owned
subsidiaries of Dunn Roman Holdings Africa (Pty) Limited, executed a loan for 100 million Rand (approx. $6.5 million at current rate
of exchange) financing with the Land and Agriculture Bank of South Africa and began rehabilitating the Senteeko Tea Estate so that it
can begin producing up to 20 metric tons of tea leaf per day commencing with the September 2015 growing season. The Company also
completed construction of the factory and associated equipment necessary to begin the extraction process on live botanical matter, including
green tea and citrus, with the factory becoming operational in December 2014. The facility commenced processing green tea material
for its PhytofareTM Catechin Complex in January 2015 and sales commenced in May 2015. In addition, the Company borrowed
$6,900,000 from an unrelated third party and sold shares of restricted common stock to raise operating capital. Management anticipates
that, over the coming several months, the Company will continue to need additional investment in the form of either debt or proceeds
from the sale of stock until such time as it can generate sufficient cash flow from the sale of its products.



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 bioavailable extracts in both raw material and finished product form. Revenues
are recognized when product is ordered and delivered. Product shipped on consignment is not counted in revenue until sold. The Company
also generates revenues from the sales of timber and produce generated on its estate in South Africa. Such revenues are recorded when
the timber is transferred to the customer, which generally coincides with the receipt of payment. Finally, the Company receives income
from a general store operated for the convenience of workers who live on-site.



16







Intangible
and Long-Lived Assets



We
follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Property
Plant and Equipment”, which establishes a “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. The Company evaluates its long-lived assets on an annual basis to determine if there
is an impairment on useful life or the ability of the Company to realize sufficient economic value over the course of the remaining useful
life. The Company most recently evaluated its long-lived assets in connection with the preparation of its annual financial statements
for the year ended June 30, 2015, and determined that there was no impairment.



Intangible
assets are accounted for in accordance with ASC Topic 350, “Intangibles – Goodwill and Other”. We assess the impairment
of long-lived assets 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. The share
exchange did not result in the recording of goodwill and there is not currently any goodwill recorded. In February 2014, the Company
purchased a license from Diego Pellicer in exchange for warrants to purchase shares of the Company’s common stock. The value of
such warrants was capitalized as a License; however, since the Company has thus far not produced and sold a product that would benefit
from the license, a reserve of 100% was recorded against the license.



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



Plandaí
owns 100% of Dunn Roman Holdings—Africa, which in turn owns 74% of Breakwood Trading 22 (Pty, Ltd. and 84% 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 minority 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, minority interest has been shown
in the Equity Section, separated from the equity of Plandaí, while on the income statement, the non-controlling shareholder allocation
of net loss has been shown in the Consolidated Statement of Operations.



Currency
Translation Adjustment



The
Company maintains all of its 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. Since
most of our assets and operations are in South Africa, as the dollar strengthens in comparison to the Rand, it reduces both the carrying
value of our assets and the amount of our liabilities.



17







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 Company has historically lost money and future losses are likely to occur. Accordingly,
we may experience significant liquidity and cash flow problems if 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 from 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, 2015, 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 and our ability to generated adequate
revenues from the sale of our products. 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:



18







| | - | the
bid and offer price quotes in and for the “penny stock,” and the number of shares to which the quoted prices apply,
| | - | -----------------------------------------------------------------------------------------------------------------------



| | - | the
brokerage firm’s compensation for the trade, and
| | - | ----------------------------------------------------



| | - | the
compensation received by the brokerage firm’s salesperson for the trade.
| | - | ----------------------------------------------------------------------------



In
addition, the brokerage firm must send the investor:



| | - | a
monthly account statement that gives an estimate of the value of each “penny stock” in the investor’s account, and
| | - | --------------------------------------------------------------------------------------------------------------------



| | - | a
written statement of the investor’s financial situation and investment goals.
| | - | -------------------------------------------------------------------------------



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 Baylis-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 our 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.



Farming
and Agriculture Represents a Significant Aspect of our Operations Which Can Be Affected by Adverse Weather Conditions



The
manufacture of our products relies on the use of live plant material that requires our production facility to be located adjacent to
the source of raw materials. Accordingly, it is impractical in most instances to import raw materials for production in the event natural
disasters or adverse weather affects our crops. Hail, drought, flooding, and fires are potential risks in our area, any, or a combination
of which could impact our ability to harvest raw materials and produce our extracts. We have been unable to obtain insurance covering
crop failure or business interruption due to weather or disaster in South Africa and therefore do not carry this insurance coverage.
As a result, if we are unable to harvest, it could have a material adverse effect on our ability to continue as a going concern.



19







Our
operations are in South Africa Which Does Not Presently Have Stable Utilities Infrastructure and Which Also Can Be Affected by Escalating
Labor Rates and Other Overhead



Our
production facility is located in rural South Africa. In recent years, South Africa in general has suffered from an unstable utilities
infrastructure that, as a result, can cause temporary power blackouts. Since our factory is connected to the municipal power grid, a
loss of power for an extended period of time can result in the loss of any product currently in production. Repetitive instances of power
loss could materially impact our ability to produce finished products and impact our ability to continue as a going concern. We are in
the process of installing backup generators to protect against power interruption, but these will not be operational until later in 2016.
In addition, the South African legislation has the authority to regulate the wages paid to laborers and, in the past, has increased the
base labor rates dramatically and without notice. While most of the labor we use is contracted through third parties, a sudden, significant
increase in labor rates could have a short-term effect on our cost to produce finished goods and impact our cash flows.



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, 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 using the COSO integrated framework. Based upon that evaluation, management concluded that our disclosure controls
and procedures were not effective as of September 30, 2016 to ensure that 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.



20







PART
II



ITEM 1.
LEGAL PROCEEDINGS



None.



ITEM 1A.
RISK FACTORS



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



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



During
the three months ended September 30, 2016, the Company issued a total of 56,099,123 shares of restricted common stock as follows:



| | a) | The
                                            Company issued 25,840,000 restricted common shares for services valued at $282,400, of which
                                            7,000,000 shares were issued under two consulting agreements to third parties on July 1,
                                            2016, and 18,840,000 were issued September 1, 2016, to pay accrued salaries to officers
                                            of the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | The
                                            Company issued 30,359,123 restricted shares on the conversion of notes payable and accrued
                                            interest totaling $231,765.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 3.
DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4.
MINING SAFETY DISCLOSURES



Not
applicable.



ITEM 5.
OTHER INFORMATION



None.



21







ITEM 6.
EXHIBITS



Plandaí
Biotechnology, Inc. includes herewith the following exhibits:



|        |  |                                                                                                                                  |  |                    |  | Incorporated
    by reference
|------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | -----------------------------
|Exhibit |  | Exhibit
    Description                                                                                                          |  | Filed
    herewith |  | Form                         
|20.1    |  | Declaration of Tad Mailander                                                                                                     |  | X                  |  |                              
|31.1    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                               |  | X                  |  |                              
|31.2    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                               |  | X                  |  |                              
|32.1    |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               |  | X                  |  |                              
|32.2    |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Included with Exhibit 32.1. |  | X                  |  |                              



22







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)
|------------------------ | ------------------------------------------------
|                         |                                                 
|Date:
    March 20, 2023 | By:                                             
|                         |                                                 



23