10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 000-55299

NASCENT BIOTECH INC

(Exact Name of Registrant as Specified in Its Charter)

Nevada	46-5001940
(State of Incorporation)	(IRS Employer Identification No.)
623 17th Street Suite 4 Vero Beach, FL	32960
(Address of Principal Executive Offices)	(Zip Code)

(612) 961-5656

(Registrant’s Telephone Number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Large accelerated filer	☐	Accelerated filed	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of August 18, 2023 the Registrant had, 149,636,780 shares of common stock and no shares of Series A convertible preferred issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statement (Unaudited)	3
	Unaudited Consolidated Balance Sheets as of June 30, 2023, and audited March 31, 2023	3
	Unaudited Consolidated Statements of Operations for the Three Months Ended June 30, 2023 and 2022	4
	Unaudited Consolidated Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2023 and 2022	5
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2023 and 2022	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	16
Item 4.	Controls and Procedures	16
PART II –OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity and Use of Proceeds	17
Item 3.	Default upon Senior Securities	17
Item 4.	Mine Safety Information	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
SIGNATURES		19

2

PART I – FINANCIAL INFORMATION

ITEM: 1 FINANCIAL STATEMENT

NASCENT BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2023			March 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	9,480		$	172,186
Prepaid		69,442			82,816
Total current assets		78,922			255,002
Total assets	$	78,922		$	255,002
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	644,260		$	498,122
Convertible note- net of discount		276,972			428,719
Derivative liability		312,724			663,426
Total current liabilities		1,233,956			1,551,139
Total liabilities		1,233,956			1,551,139
Commitments and contingencies		-			-
Stockholders’ deficit:
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively		-			-
Common stock, $0.001 par value; 500,000,000 authorized, 143,636,778 and 131,764,348 issued and outstanding, respectively		143,636			131,764
Additional paid-in capital		20,864,329			20,194,874
Accumulated deficit		(22,162,999	)		(21,622,775	)
Total stockholders’ deficit		(1,155,034	)		(1,296,137	)
Total liabilities and stockholders’ deficit	$	78,922		$	255,002

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

3

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,
	2023			2022
Operating expenses:
Consulting	$	229,362		$	423,140
General and administrative expense		87,750			109,703
Clinical trials		32,444			29,936
Product filling		136,507			-
Research and development		25,910			56,890
Loss from operations		(511,973	)		(619,679	)
Other income (expense):
Interest income		21			3
Change in fair value of derivative		159,444			(527,584	)
Gain on debt settlement		50,000			-
Loss on original issuance discount		-			(82,666	)
Interest expense		(237,716	)		(69,950	)
Total other income (expense)		(28,250	)		(680,197	)
Net loss	$	(540,224	)	$	(1,299,876	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding, basic and diluted		139,952,376			113,439,027

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

4

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			(Deficit)
Balance at March 31, 2022		111,313,175	$	111,313	$	18,039,016	$	(18,821,806	)	$	(671,476	)
Common stock issued to related parties		1,052,500		1,052		304,172		-			305,224
Common stock issued for warrant exercise		3,700,000		3,700		144,300		-			148,000
Common stock issued for service		1,000,000		1,000		59,000		-			60,000
Warrants issued with convertible notes		-		-		21,336		-			21,336
Net loss		-		-		-		(1,299,876	)		(1,299,876	)
Balance at June 30, 2022		117,065,675	$	117,065	$	18,567,825	$	(20,121,682	)	$	(1,436,792	)
Balance at March 31, 2023		131,764,348	$	131,764	$	20,194,874	$	(21,622,775	)	$	(1,296,137	)
Common stock issued to related parties		2,235,250		2,235		109,527		-			111,762
Common stock issued for convertible debt		9,537,180		9,537		358,259		-			367,796
Common stock issued for service		100,000		100		5,500		-			5,600
Change in derivative at conversion						191,258					191,258
Option discount		-		-		4,911		-			4,911
Net loss		-		-		-		(540,224	)		(540,224	)
Balance at June 30,2023		143,636,778	$	143,636	$	20,864,329	$	(22,162,999	)	$	(1,155,034	)

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

5

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(540,224	)	$	(1,299,876	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock based compensation – related parties		111,762			305,224
Stock-based compensation		5,600			60,000
(Gain) loss in fair value of derivative liability		(159,444	)		527,584
Debt discount amortization		232,381			64,887
Loss on convertible notes		-			82,664
Gain on debt settlement		(50,000	)		-
Stock option expense		4,911			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		218,934			(74,075	)
Prepaid		13,374			(26,750	)
Due to related parties		-			16,500
Net cash provided by (used in) operating activities		(162,706	)		(343,839	)
Cash flows from financing activities:
Proceeds from warrant conversion		-			148,000
Proceeds from convertible notes		-			245,000
Net cash provided (used) by financing activities		-			395,000
Net increase (decrease) in cash		(162,706	)		51,161
Cash -beginning of year		172,186			94,414
Cash -end of period	$	9,480		$	145,575
SUPPLEMENT DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non Cash Transactions
Warrants issued with convertible notes	$	-		$	21,336
Initial discount from derivatives	$	-		$	253,664
Common stock issued for debt conversion	$	358,259		$	-
Retirement of derivative at conversion of debt	$	191,258		$	-

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

6

NASCENT BIOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc. (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan. Nascent is a phase 1 clinical trial biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer.

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. On March 15, 2021, the Company opened phase1 clinical trials. As of June 30, 2023 the Company had completed the phase 1 clinical trials and submitted to the FDA for clearance to begin phase 2 clinical trials. (See Note 12- Subsequent Events)

NOTE 2- BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company has elected a fiscal year ending on March 31.

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2023. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Basis of Presentation

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive.

We have identified the conversion features of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and variable conversion prices based on market prices as defined in the respective agreements. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

7

Revenue recognition

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.

ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:

1.	Identify the contract(s) with a customer.
2.	Identify the performance obligations in the contract.
3.	Determine the transaction price.
4.	Allocate the transaction price to the performance obligations in the contract.
5.	Recognize revenue when (or as) the entity satisfied the performance obligations.

The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts.

The Company has one revenue stream, which are the milestone payments of the license agreement with BioRay Pharmaceutical which is not earned or billed until the milestone per the agreement is met. During the three months period ended June 30, 2023, no revenue was received.

Accounts receivable

Accounts receivables are carried at face value less any provisions for uncollectible amounts. Accounts receivable are receivables from a license agreement. No allowance for bad debt was considered necessary for the three months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company did not have any accounts receivable.

Derivative debt

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51. With the elimination of the cash conversion and beneficial conversion feature models, more instruments will be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units.

The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted at the beginning of an entity’s annual fiscal year, but no earlier than fiscal years beginning after December 15, 2020.

8

NOTE 3 - GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has incurred losses from operations. The Company has no revenue to cover its operating costs and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company’s ability to continue as a going concern. The Company engages in research and development activities that must be satisfied in cash secured through outside funding. The Company may offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of June 30, 2023:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		11,475,779		12,504,679
Chief Financial Officer		617,346		5,970,223		6,587,569
Total		1,646,256		17,445,992		19,092,248

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

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Total	$	430,000

During the three months ended June 30, 2023, two officers and a director were issued 2,235,250 shares of common stock with a value of $111,763 for service.

NOTE 5 – EQUITY

Common

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,224 for service.

During the three months ended June 30, 2022, four entities were issued 3,700,000 shares of common stock with a value of $148,000 for the exercise of 3,700,000 warrants.

During the three months ended June 30, 2022, the medical director was issued 1,000,000 shares of common stock with a value of $60,000 for service.

During the three months ended June 30, 2023, two officers and a director were issued 2,235,250 shares of common stock with a value of $111,763 for service.

During the three months ended June 30, 2023, the Company issued 9,537,182 shares of common stock with a value of $367,796 for the conversion of debt and accrued interest.

During the three months ended June 30, 2023, the Company issued 100,000 shares of common stock with a value of $5,600 for service.

9

NOTE 6– OPTIONS

As of June 30, 2023, the Company recognized $4,911 in option expense leaving a balance of unrecognized option expense of $71,081.

The following sets forth the options granted and outstanding during the three months ended June 30, 2023:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2023		1,430,000	$	0.28	3.81	930,000	$	-
Granted				-	-	-		-
Exercised		-		-	-	-		-
Outstanding at June 30, 2023		1,430,000	$	0.28	3.56	1,005,000	$	-

The weighted average remaining life and intrinsic value of the options as of June 30, 2023, was 3.56 years and zero, respectively.

NOTE 7 – WARRANTS

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

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

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2023 was:

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Intrinsic Value
Outstanding at March 31, 2022		3,700,000		$	0.15		1.35	$	-
Granted		1,000,000			0.60		1.75		-
Exercised		(3,700,000	)		-		-		-
Expired		-			-		-		-
Outstanding as of March 31, 2023		1,000,000			0.60		1.50		-
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		-			-		-		-
Balance at June 30, 2023		1,000,000		$	0.60		1.25	$	-

As of June 30, 2023 there were 1,000,000 warrants outstanding.

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NOTE 8 - CONVERTIBLE DEBT

On August 31, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $1,500,000. The first $500,000 was paid at closing with the second $500,000 paid on September 20, 2022, upon filing of an S-1 Registration, and the third $500,000 paid on September 27, 2022, upon the S-1 becoming effective. Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 750,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants.

The initial derivatives were calculated for each debenture as follows:

1.	Debenture 1- risk free interest of 3.50%, volatility of 137% and expected life of 1.00 years
2.	Debenture 2- risk free interest of 4.03%, volatility of 140% and expected life of 1.00 years
3.	Debenture 3- risk free interest of 3.98%, volatility of 141% and expected life of 1.00 years

During the three months ended June 30, 2023, the Company issued 8,205,263 shares of common stock for the conversion of $300,000 of the convertible note plus $17,556 of accrued interest leaving a balance of $400,000 plus accrued interest.

On September 2, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $500,000. The first $250,000 was paid at closing with the second $250,000 to be paid upon the S-1 becoming effective. Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 250,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants. The initial derivative was calculated using risk free interest of 3.47%, volatility of 137% and expected life of 1 year. As of June 30, 2023 the funds for the second debenture had not been received. During the three months ended June 30, 2023, the Company issued 1,331,919 shares of common stock for the conversion of $45,000 of the convertible note plus $5,240 of accrued interest leaving a balance of $5,000 plus accrued interest.

During the three months ended June 30, 2023, the Company issued an aggregate of 9,537,182 shares of common stock with a value of $367,795 for the conversion of $345,000 of convertible note and $22,795 in interest, leaving a balance due of $405,000 of convertible notes plus accrued interest.

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NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.
Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.
Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

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

The following table represents the change in the fair value of the derivative liabilities during the quarter  ended June 30, 2022:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2023	$	-	$	-	$	663,426
Change at conversion						(191,258	)
Change in fair value of the derivative		-		-		(159,444	)
Balance at June 30, 2023	$	-	$	-	$	312,724

The estimated fair value of the derivative liabilities at June 30, 2023 was calculated using the American Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate		5.18	%
Expected life in years	0.17-.22
Dividend yield		0	%
Expected volatility		200.00	%

NOTE 10 –COMMITMENTS AND CONTINGENCIES

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

12

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product
3.	$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000;
5.	A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

As of June 30, 2023 the outstanding balance was $59,390.

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

NOTE 11- LICENSE AGREEMENT

On March 31, 2021, the Company issued a license agreement for US $5,000,000 to BioRay Pharmaceutical Co, LTD, (Licensee) licensing Pritumumab internationally with the exclusion of North and Central America and the Caribbean Islands. Under the terms of the agreement the Company received $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials , which started in March 2021. In addition, the Company received $750,000 upon the initial patient enrolled at the dosage level of 8.0 mg/kg. Further payment of $2,500,000 was to be received when the FDA approves the phase 2 clinical trials and $750,000 was to receive when the phase 2 clinical trials begin. Upon commercialization by the Licensee, the Company was to receive a 9% royalty on net sales for 20 years. On June 6, 2023 the Company and BioRay mutually agreed to terminate the license agreement, at no cost to either party, returning the worldwide rights to the Company.

NOTE 12 - SUBSEQUENT EVENTS

On July 24, 2023 the Company issued 2,000,000 shares of common stock with a value of $100,000 for cash.

On August 4, 2023 the Company issued 1,000,000 shares of common stock with a value of $50,000 for cash.

On August 10, 2023 the Company received clearance from the United States Food and Drug Administration to commence phase 2 clinical trials of brain cancer.

On August 16, 2023 the Company issued 1,000,000 shares of common stock with a value of $50,000 for cash.

On August 17, 2023 the Company issued 2,000,000 shares of common stock with a value of $100,000 for cash.

The Company has evaluated subsequent events to determine events occurring after June 30, 2023 through the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

13

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

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

Nascent Biotech, Inc (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target.

Nascent is a phase 2 clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently is developing for the treatment of brain cancer and pancreatic cancer both of which we hold orphan drug status granted by the FDA. Nascent has completed phase 1 clinical trials and has submitted to the FDA to begin to begin phase 2 clinical trials. On August 8, 2023, The Company received clearance to begin phase 2 clinical trials.

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

Overview

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

14

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. The Company commenced human clinical trials with a major oncology hospital for brain cancer, both primary and metastatic. Phase1 clinical trials has been  completed and clearance has been received to begin phase 2 Clinical trials.

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

Results of Operations

The Company recorded zero of revenue during the three month periods ended June 30, 2023 and 2022, respectively.

General and administrative expenses for the three month periods ended June 30, 2023 was $87,750 compared to $109,703 for the period ended June 30, 2022. Consulting expense for the three months periods ending June 30, 2023 was $229,362 compared to $423,150 for the same period in 2022. This decrease in expenses for the three months ended June 30, 2023 over the same period in 2022 was due primarily to decreased consulting fee of $193,778 from the pricing of the shares issued to management for maintaining the percentage of ownership per their agreements. The was partially offset by product filling cost of $136,507 for the three months period ended June 30, 2023 verse none in the same period in 2022.

Research and development expenses for the three month periods ended June 30, 2023 was $25,910 compared to $56,890 in the same period in 2022. Clinical trials costs were $32,339 for the three months ended June 30, 2023 with $29,936 in the same period in 2023. Phase 1 clinical trials ended during the period ended in March 2023 so any further costs would be minimal until we start the phase 2 clinical trials.

Total other expense incurred in the three month periods ended June 30, 2023 was $28,250, compared to other expense of $680,197 in the same period in 2022. Other expense in 2023 consisted of interest expense of $237,716 gain in debt settlement of $50,000 and gain on the change of fair value of $159,444. Other expenses in the three months period ended June 30, 2022 consisted of change in fair value of $527,584, interest expense of $69,950 and original note discount of $82,666.

For the three month periods ended June 30, 2023, our net loss was $540,224 compared to a net loss of $1,299,876 for the same periods in 2022. The difference between the periods was due primarily to a net positive change in fair value in the three months period ended June 30, 2023 of $687,028 from the same period in 2021.

Liquidity and Capital Resources

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

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

At June 30, 2023, the Company had  negative working capital of $1,155,034. Current assets consist of cash of $9,480 and prepaid of $69,442 with  current  liabilities $1,233,956 consisting of accounts payable and accrued expense  of $644,260, convertible notes, net of discount of $276,972, plus derivative liability of $312,724. 

15

Net cash used in operating activities in the three months period ended June 30, 2023 was $162,706 compared to net cash used of $343,839 in the same period in 2022. The variance between the same periods in 2023 and 2022 relates mainly to a higher loss, mostly due to higher other expenses, in the period ended June 30, 2022 over the same period in 2023.

Net cash provided by financing activities for the three months period ended June 30, 2023 was zero compared to net cash provided by financing activities of $395,000 in the same period in 2022. Cash provided in the period ended June 30, 2022 was due to the conversion of warrants for a net of $148,000 and net proceeds from a convertible note of $245,000.

As of June 30, 2023, the Company had total assets of $78,922 and total liabilities of $1,233,956. Stockholders’ deficit as of June 30, 2023 was $1,155,034. This compares to a stockholders’ deficit of $1,296,137 as of March 31, 2023. Liabilities decreased in 2023 mainly as a function of lower convertible notes, net of discount and lower derivative liability.

NEED FOR ADDITIONAL FINANCING:

The Company is engaged in research and development activities that must be satisfied in cash secured through outside funding. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

Our current capital needs are estimated to be approximately $15-20 million. This will take us through Phase II clinical trials which is scheduled to begin in late 2023.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at June 30, 2023

Inflation

We believe that inflation has not had a significant impact on our operations since inception.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of June 30, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2023. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we can remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 1A: RISK FACTORS

There have been no material changes to Nascent Biotech’s risk factors as previously disclosed in our most recent Form 10-K filing.

ITEM 2: UNREGISERED SALES OF EQUITY AND USE OF PROCEEDS.

During the three months ended June 30, 2023, two officers and a director were issued 2,235,250 shares of common stock with a value of $111,763 for service.

During the three months ended June 30, 2023, the Company issued 9,537,180 shares of common stock with a value of $367,796 for the conversion of debt and accrued interest.

During the three months ended June 30, 2023, the Company issued 100,00 shares of common stock with a value of $5,600 for service.

ITEM 3: DEFAULT ON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION

None.

17

ITEM 6: EXHIBITS

Exhibit No.	Description
31	Certification of Principal Executive Officer and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive Officer and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

18

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NASCENT BIOTECH, INC.
Dated: August 18, 2023	By:	/s/ Sean Carrick
		Sean Carrick Principal Executive Officer

19

EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sean Carrick, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Nascent Biotech, Inc. (the “registrant”) for the period ending June 30, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 18, 2023

/s/ Sean Carrick

Sean Carrick

President

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lowell Holden, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Nascent Biotech, Inc. (the “registrant”) for the period ending June 30, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 18, 2023

/s/ Lowell Holden

Lowell Holden

Chief Financial Officer

(Principal Financial Officer & Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report (the “Report”) on the Form 10-Q of Nascent Biotech, Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Sean Carrick, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1.	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)), as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 18, 2023

/s/ Sean Carrick

Sean Carrick

President

(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report (the “Report”) on the Form 10-Q of Nascent Biotech, Inc. (the “Company”) for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof, I, Lowell Holden, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1.	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)), as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 18, 2023

/s/ Lowell Holden

Lowell Holden

Chief Financial Officer

(Principal Financial Officer

& Principal Accounting Officer)

XML

Cover - shares	3 Months Ended
	Jun. 30, 2023	Aug. 18, 2023
Cover [Abstract]
Entity Registrant Name	NASCENT BIOTECH INC
Entity Central Index Key	0001622057
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		149,636,780
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55299
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	46-5001940
Entity Address Address Line 1	623 17th Street Suite 4
Entity Address City Or Town	Vero Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32960
City Area Code	612
Local Phone Number	961-5656
Entity Interactive Data Current	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Current assets:
Cash	$ 9,480	$ 172,186
Prepaid	69,442	82,816
Total current assets	78,922	255,002
Total assets	78,922	255,002
Current liabilities:
Accounts payable and accrued liabilities	644,260	498,122
Convertible note- net of discount	276,972	428,719
Derivative liability	312,724	663,426
Total current liabilities	1,233,956	1,551,139
Total liabilities	1,233,956	1,551,139
Commitments and Contingencies	0	0
Stockholders' equity:
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively	0	0
Common stock, $0.001 par value; 500,000,000 authorized, 143,636,778 and 131,764,348 issued and outstanding, respectively	143,636	131,764
Additional paid-in capital	20,864,329	20,194,874
Accumulated deficit	(22,162,999)	(21,622,775)
Total stockholders' equity (deficit)	(1,155,034)	(1,296,137)
Total liabilities and stockholders' equity	$ 78,922	$ 255,002

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Mar. 31, 2023
Stockholders deficit
Preferred stock shares par value	$ 0.001	$ 0.001
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	143,636,778	131,764,348
Common stock shares outstanding	143,636,778	131,764,348

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Consulting	$ 229,362	$ 423,140
General and administrative expense	87,750	109,703
Clinical trials	32,444	29,936
Product filling	136,507	0
Research and development	25,910	56,890
Loss from operations	(511,973)	(619,679)
Other income (expense):
Interest income	21	3
Change in fair value of derivative	159,444	(527,584)
Gain on debt settlement	50,000	0
Loss on original issuance discount	0	(82,666)
Interest expense	(237,716)	(69,950)
Total other income (expense)	(28,250)	(680,197)
Net loss	$ (540,224)	$ (1,299,876)
Net loss per share, basic and diluted	$ (0.00)	$ (0.01)
Weighted average number of shares outstanding, basic and diluted	139,952,376	113,439,027

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Preferred Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Mar. 31, 2022		111,313,175
Balance, amount at Mar. 31, 2022	$ (671,476)	$ 111,313	$ 18,039,016	$ (18,821,806)
Common stock issued to related parties, shares		1,052,500
Common stock issued to related parties, amount	305,224	$ 1,052	304,172	0
Common stock issued for warrant exercise, shares		3,700,000
Common stock issued for warrant exercise, amount	148,000	$ 3,700	144,300	0
Common stock issued for service, shares		1,000,000
Common stock issued for service, amount	60,000	$ 1,000	59,000	0
Warrants issued with convertible notes	21,336	0	21,336	0
Net loss	(1,299,876)	$ 0	0	(1,299,876)
Balance, shares at Jun. 30, 2022		117,065,675
Balance, amount at Jun. 30, 2022	(1,436,792)	$ 117,065	18,567,825	(20,121,682)
Balance, shares at Mar. 31, 2023		131,764,348
Balance, amount at Mar. 31, 2023	(1,296,137)	$ 131,764	20,194,874	(21,622,775)
Common stock issued to related parties, shares		2,235,250
Common stock issued to related parties, amount	111,762	$ 2,235	109,527	0
Common stock issued for service, shares		100,000
Common stock issued for service, amount	5,600	$ 100	5,500	0
Warrants issued with convertible notes	0
Net loss	(540,224)	$ 0	0	(540,224)
Common stock issued for convertible debt, shares		9,537,180
Common stock issued for convertible debt, amount	367,796	$ 9,537	358,259	0
Change in derivative at conversion	191,258		191,258
Option discount	$ 4,911	$ 0	4,911	0
Balance, shares at Jun. 30, 2023	9,537,182	143,636,778
Balance, amount at Jun. 30, 2023	$ (1,155,034)	$ 143,636	$ 20,864,329	$ (22,162,999)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (540,224)	$ (1,299,876)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation - related parties	111,762	305,224
Stock-based compensation	5,600	60,000
(Gain) loss in fair value of derivative liability	(159,444)	527,584
Debt discount amortization	232,381	64,887
Loss on convertible notes	0	82,664
Gain on debt settlement	(50,000)	0
Stock option expense	4,911	0
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	218,934	(74,075)
Prepaid	13,374	(26,750)
Due to related parties	0	16,500
Net cash provided by (used in) operating activities	(162,706)	(343,839)
Cash flows from financing activities:
Proceeds from warrant conversion	0	148,000
Proceeds from convertible notes	0	245,000
Net cash provided (used) by financing activities	0	395,000
Net increase (decrease) in cash	(162,706)	51,161
Cash -beginning of year	172,186	94,414
Cash -end of period	9,480	145,575
SUPPLEMENT DISCLOSURES:
Interest paid	0	0
Income taxes paid	0	0
Non Cash Transactions
Warrants issued with convertible notes	0	21,336
Initial discount from derivatives	0	253,664
Common stock issued for debt conversion	358,259	0
Retirement of derivative at conversion of debt	$ 191,258	$ 0

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ORGANIZATION AND NATURE OF OPERATIONS

3 Months Ended

Jun. 30, 2023

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc. (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan. Nascent is a phase 1 clinical trial biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer.

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. On March 15, 2021, the Company opened phase1 clinical trials. As of June 30, 2023 the Company had completed the phase 1 clinical trials and submitted to the FDA for clearance to begin phase 2 clinical trials. (See Note 12- Subsequent Events)

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BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2023

BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION

NOTE 2- BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company has elected a fiscal year ending on March 31.

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2023. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Basis of Presentation

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive.

We have identified the conversion features of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and variable conversion prices based on market prices as defined in the respective agreements. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Revenue recognition

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.

ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:

1.	Identify the contract(s) with a customer.
2.	Identify the performance obligations in the contract.
3.	Determine the transaction price.
4.	Allocate the transaction price to the performance obligations in the contract.
5.	Recognize revenue when (or as) the entity satisfied the performance obligations.

The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts.

The Company has one revenue stream, which are the milestone payments of the license agreement with BioRay Pharmaceutical which is not earned or billed until the milestone per the agreement is met. During the three months period ended June 30, 2023, no revenue was received.

Accounts receivable

Accounts receivables are carried at face value less any provisions for uncollectible amounts. Accounts receivable are receivables from a license agreement. No allowance for bad debt was considered necessary for the three months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company did not have any accounts receivable.

Derivative debt

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51. With the elimination of the cash conversion and beneficial conversion feature models, more instruments will be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units.

The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted at the beginning of an entity’s annual fiscal year, but no earlier than fiscal years beginning after December 15, 2020.

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GOING CONCERN

3 Months Ended

Jun. 30, 2023

GOING CONCERN

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has incurred losses from operations. The Company has no revenue to cover its operating costs and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company’s ability to continue as a going concern. The Company engages in research and development activities that must be satisfied in cash secured through outside funding. The Company may offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of June 30, 2023:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		11,475,779		12,504,679
Chief Financial Officer		617,346		5,970,223		6,587,569
Total		1,646,256		17,445,992		19,092,248

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

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Total	$	430,000

During the three months ended June 30, 2023, two officers and a director were issued 2,235,250 shares of common stock with a value of $111,763 for service.

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EQUITY

3 Months Ended

Jun. 30, 2023

EQUITY

NOTE 5 - EQUITY

NOTE 5 – EQUITY

Common

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,224 for service.

During the three months ended June 30, 2022, four entities were issued 3,700,000 shares of common stock with a value of $148,000 for the exercise of 3,700,000 warrants.

During the three months ended June 30, 2022, the medical director was issued 1,000,000 shares of common stock with a value of $60,000 for service.

During the three months ended June 30, 2023, two officers and a director were issued 2,235,250 shares of common stock with a value of $111,763 for service.

During the three months ended June 30, 2023, the Company issued 9,537,182 shares of common stock with a value of $367,796 for the conversion of debt and accrued interest.

During the three months ended June 30, 2023, the Company issued 100,000 shares of common stock with a value of $5,600 for service.

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OPTIONS

3 Months Ended

Jun. 30, 2023

OPTIONS

NOTE 6 - OPTIONS

NOTE 6– OPTIONS

As of June 30, 2023, the Company recognized $4,911 in option expense leaving a balance of unrecognized option expense of $71,081.

The following sets forth the options granted and outstanding during the three months ended June 30, 2023:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2023		1,430,000	$	0.28	3.81	930,000	$	-
Granted				-	-	-		-
Exercised		-		-	-	-		-
Outstanding at June 30, 2023		1,430,000	$	0.28	3.56	1,005,000	$	-

The weighted average remaining life and intrinsic value of the options as of June 30, 2023, was 3.56 years and zero, respectively.

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WARRANTS

3 Months Ended

Jun. 30, 2023

WARRANTS

NOTE 7 - WARRANTS

NOTE 7 – WARRANTS

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

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

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2023 was:

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Intrinsic Value
Outstanding at March 31, 2022		3,700,000		$	0.15		1.35	$	-
Granted		1,000,000			0.60		1.75		-
Exercised		(3,700,000	)		-		-		-
Expired		-			-		-		-
Outstanding as of March 31, 2023		1,000,000			0.60		1.50		-
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		-			-		-		-
Balance at June 30, 2023		1,000,000		$	0.60		1.25	$	-

As of June 30, 2023 there were 1,000,000 warrants outstanding.

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CONVERTIBLE DEBT

3 Months Ended

Jun. 30, 2023

CONVERTIBLE DEBT

NOTE 8 - CONVERTIBLE DEBT

NOTE 8 - CONVERTIBLE DEBT

On August 31, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $1,500,000. The first $500,000 was paid at closing with the second $500,000 paid on September 20, 2022, upon filing of an S-1 Registration, and the third $500,000 paid on September 27, 2022, upon the S-1 becoming effective. Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 750,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants.

The initial derivatives were calculated for each debenture as follows:

1.	Debenture 1- risk free interest of 3.50%, volatility of 137% and expected life of 1.00 years
2.	Debenture 2- risk free interest of 4.03%, volatility of 140% and expected life of 1.00 years
3.	Debenture 3- risk free interest of 3.98%, volatility of 141% and expected life of 1.00 years

During the three months ended June 30, 2023, the Company issued 8,205,263 shares of common stock for the conversion of $300,000 of the convertible note plus $17,556 of accrued interest leaving a balance of $400,000 plus accrued interest.

On September 2, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $500,000. The first $250,000 was paid at closing with the second $250,000 to be paid upon the S-1 becoming effective. Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 250,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants. The initial derivative was calculated using risk free interest of 3.47%, volatility of 137% and expected life of 1 year. As of June 30, 2023 the funds for the second debenture had not been received. During the three months ended June 30, 2023, the Company issued 1,331,919 shares of common stock for the conversion of $45,000 of the convertible note plus $5,240 of accrued interest leaving a balance of $5,000 plus accrued interest.

During the three months ended June 30, 2023, the Company issued an aggregate of 9,537,182 shares of common stock with a value of $367,795 for the conversion of $345,000 of convertible note and $22,795 in interest, leaving a balance due of $405,000 of convertible notes plus accrued interest.

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

3 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.
Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.
Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

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

The following table represents the change in the fair value of the derivative liabilities during the quarter  ended June 30, 2022:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2023	$	-	$	-	$	663,426
Change at conversion						(191,258	)
Change in fair value of the derivative		-		-		(159,444	)
Balance at June 30, 2023	$	-	$	-	$	312,724

The estimated fair value of the derivative liabilities at June 30, 2023 was calculated using the American Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate		5.18	%
Expected life in years	0.17-.22
Dividend yield		0	%
Expected volatility		200.00	%

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

NOTE 10 - COMMITMENTS AND CONTINGENCIES

NOTE 10 –COMMITMENTS AND CONTINGENCIES

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product
3.	$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000;
5.	A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

As of June 30, 2023 the outstanding balance was $59,390.

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

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LICENSE AGREEMENT

3 Months Ended

Jun. 30, 2023

LICENSE AGREEMENT

NOTE 11 - LICENSE AGREEMENT

NOTE 11- LICENSE AGREEMENT

On March 31, 2021, the Company issued a license agreement for US $5,000,000 to BioRay Pharmaceutical Co, LTD, (Licensee) licensing Pritumumab internationally with the exclusion of North and Central America and the Caribbean Islands. Under the terms of the agreement the Company received $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials , which started in March 2021. In addition, the Company received $750,000 upon the initial patient enrolled at the dosage level of 8.0 mg/kg. Further payment of $2,500,000 was to be received when the FDA approves the phase 2 clinical trials and $750,000 was to receive when the phase 2 clinical trials begin. Upon commercialization by the Licensee, the Company was to receive a 9% royalty on net sales for 20 years. On June 6, 2023 the Company and BioRay mutually agreed to terminate the license agreement, at no cost to either party, returning the worldwide rights to the Company.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

On July 24, 2023 the Company issued 2,000,000 shares of common stock with a value of $100,000 for cash.

On August 4, 2023 the Company issued 1,000,000 shares of common stock with a value of $50,000 for cash.

On August 10, 2023 the Company received clearance from the United States Food and Drug Administration to commence phase 2 clinical trials of brain cancer.

On August 16, 2023 the Company issued 1,000,000 shares of common stock with a value of $50,000 for cash.

On August 17, 2023 the Company issued 2,000,000 shares of common stock with a value of $100,000 for cash.

The Company has evaluated subsequent events to determine events occurring after June 30, 2023 through the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Jun. 30, 2023

BASIS OF PRESENTATION

Basis of Presentation

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive.

We have identified the conversion features of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and variable conversion prices based on market prices as defined in the respective agreements. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Revenue recognition

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.

ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:

1.	Identify the contract(s) with a customer.
2.	Identify the performance obligations in the contract.
3.	Determine the transaction price.
4.	Allocate the transaction price to the performance obligations in the contract.
5.	Recognize revenue when (or as) the entity satisfied the performance obligations.

The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts.

The Company has one revenue stream, which are the milestone payments of the license agreement with BioRay Pharmaceutical which is not earned or billed until the milestone per the agreement is met. During the three months period ended June 30, 2023, no revenue was received.

Accounts receivable

Accounts receivables are carried at face value less any provisions for uncollectible amounts. Accounts receivable are receivables from a license agreement. No allowance for bad debt was considered necessary for the three months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company did not have any accounts receivable.

Derivative debt

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51. With the elimination of the cash conversion and beneficial conversion feature models, more instruments will be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units.

The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted at the beginning of an entity’s annual fiscal year, but no earlier than fiscal years beginning after December 15, 2020.

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OPTIONS (Tables)

3 Months Ended

Jun. 30, 2023

OPTIONS

Schedule of Summary of stock options outstanding

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2023		1,430,000	$	0.28	3.81	930,000	$	-
Granted				-	-	-		-
Exercised		-		-	-	-		-
Outstanding at June 30, 2023		1,430,000	$	0.28	3.56	1,005,000	$	-

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

Schedule of shares earned by related party

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		11,475,779		12,504,679
Chief Financial Officer		617,346		5,970,223		6,587,569
Total		1,646,256		17,445,992		19,092,248

Schedule of future outstanding shares

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Total	$	430,000

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WARRANTS (Tables)

3 Months Ended

Jun. 30, 2023

WARRANTS

Schedule of weighted average remaining life and intrinsic value of the warrants

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Intrinsic Value
Outstanding at March 31, 2022		3,700,000		$	0.15		1.35	$	-
Granted		1,000,000			0.60		1.75		-
Exercised		(3,700,000	)		-		-		-
Expired		-			-		-		-
Outstanding as of March 31, 2023		1,000,000			0.60		1.50		-
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		-			-		-		-
Balance at June 30, 2023		1,000,000		$	0.60		1.25	$	-

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Tables)

3 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

Schedule of change in fair value of derivative liabilities

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2023	$	-	$	-	$	663,426
Change at conversion						(191,258	)
Change in fair value of the derivative		-		-		(159,444	)
Balance at June 30, 2023	$	-	$	-	$	312,724

Schedule of estimated fair value drivative assumptions

Risk-free interest rate		5.18	%
Expected life in years	0.17-.22
Dividend yield		0	%
Expected volatility		200.00	%

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RELATED PARTY TRANSACTIONS (Details)	3 Months Ended
	Jun. 30, 2023 shares
Initial Share Awards Under the Contracts	1,646,256
Additional Shares Earned to Maintain Ownership Percentage	17,445,992
Total Shares Earned	19,092,248
President [Member]
Additional Shares Earned to Maintain Ownership Percentage	11,475,779
Total Shares Earned	12,504,679
Initial Share Awards Under the Contracts	1,028,910
Chief Financial Officer [Member]
Additional Shares Earned to Maintain Ownership Percentage	5,970,223
Total Shares Earned	6,587,569
Initial Share Awards Under the Contracts	617,346

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RELATED PARTY TRANSACTIONS (Details 1)	3 Months Ended
	Jun. 30, 2023 USD ($)
Total	$ 430,000
President [Member]
Total	250,000
Chief Financial Officer [Member]
Total	$ 180,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Common stock shares issued for services, amount	$ 5,600	$ 60,000
September 1, 2020 [Member]
Officers and directors employment agreement terms, description	Under the terms of the agreements the Company issued shares of common stock to the two senior officers equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers are entitled to additional future shares, so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company
Two Officers And A Director
Common stock shares issued for services, shares	2,235,250
Common stock shares issued for services, amount	$ 111,763
Three Officers and Director [Member]
Common stock shares issued for services, shares		305,224
Common stock shares issued for services, amount		$ 1,052,500
Three Officers and Director [Member] | September 1, 2015 [Member]
Officers and directors employment agreement terms, description	the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company

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EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Common stock shares, issued	9,537,182
Common stock shares, issued	143,636,778		131,764,348
Common stock shares value for services, amount	$ 5,600	$ 60,000
Common stock shares value for account payable, amount	$ 367,796
Four Entities [Member]
Common stock shares value for exercise of warrants, amount		$ 148,000
Common stock shares, issued		3,700,000
Common stock shares issued for exercise of warrants		3,700,000
Three Officers and Director [Member]
Common stock shares value for services, amount		$ 1,052,500
Common stock shares issued for services		305,224
Medical Director [Member]
Common stock shares value for services, amount		$ 60,000
Common stock shares issued for services		1,000,000
Two Officers and Director [Member]
Common stock shares issued for services	2,235,250
Common stock shares value for account payable, amount	$ 111,763
Preferred Stock
Common stock shares issued for services	100,000
Common stock shares value for services, amount	$ 5,600

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OPTIONS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Options
Option, Beginning Balance	1,430,000
Option, ending Balance	1,430,000
Weighted average exercise price
Weighted average exercise price, Beginning	$ 0.28
Weighted average exercise price, ending	$ 0.28	$ 0.28
Weighted Average Remaining Contract Life
Weighted Average Remaining Contract life, Beginning	3 years 9 months 21 days
Weighted Average Remaining Contract life, Ending	3 years 6 months 21 days
Number of option exercisable
Number of option exercisable, Beginning	930,000
Number of option exercisable, ending	1,005,000	930,000
Intrinsic value
Intrinsic value, Beginning	$ 0
Intrinsic value, Granted	0	$ 0
Intrinsic value, Exercised	0	$ 0
Intrinsic value ending	$ 0

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OPTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPTIONS
Option expense	$ 4,911	$ 0
Unrecognized option expense	$ 71,081
Weighted average remaining life and intrinsic value	3 years 6 months 21 days

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WARRANTS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Number of warrants
Outstanding warrants, Beginning	1,000,000	3,700,000
Outstanding warrants, granted	1,000,000	1,000,000
Outstanding warrants, Exercised		(3,700,000)
Outstanding warrants, Ending	1,000,000	1,000,000
Weighted average exercise price
Weighted average exercise price, Beginning	$ 0.60	$ 0.15
Weighted average exercise price, Granted	0	0.60
Weighted average exercise price, Exercised	0	0
Weighted average exercise price, Expired	0	0
Weighted average exercise price, Ending	$ 0.60	$ 0.60
Weighted Average Remaining Contract Life
Weighted Average Remaining Contract life, Beginning	1 year 6 months	1 year 4 months 6 days
Weighted Average Remaining Contract life, Granted		1 year 9 months
Weighted Average Remaining Contract life, Ending	1 year 3 months	1 year 5 months 30 days
Intrinsic value
Intrinsic value, Beginning	$ 0	$ 0
Intrinsic value, Granted	0	0
Intrinsic value, Exercised	0	0
Intrinsic value, Expired	0	0
Intrinsic value, Ending	$ 0	$ 0

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WARRANTS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 07, 2022	Nov. 17, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2021
Deemed dividend from down round					$ 555,000
Warrant converted into common stock				3,700,000
Warrant converted into common stock amount				$ 148,000
Exercise price of warrants	$ 0.08
Warrants issued	500,000		1,000,000	3,700,000	3,700,000
Conversion price	$ 0.12				$ 0.15
Volatility rate	132.00%
Adjustments to additional paid-in capital, warrant issued	$ 21,336
Discount rate	1.78%
Fair value of warrant	$ 26,000
Volatility rate		200.00%
Warrant [Member]
Fair value of warrants					41.00%
value of warrants					$ 349,605
Total value of warrant					303,000
Fair value of common stock					$ 437,000
Minimum [Member] | Warrant [Member]
Exercise price of warrants					$ 0.08
Discount rate					0.14%
Volatility rate					312.50%
Maximum [Member] | Warrant [Member]
Exercise price of warrants					$ 0.11
Discount rate					0.16%
Volatility rate					314.49%

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CONVERTIBLE DEBT (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 17, 2022	Jun. 30, 2023	Mar. 31, 2023	Sep. 27, 2022	Sep. 20, 2022	Sep. 02, 2022	Aug. 31, 2022
Common stock		1,331,919
Convertible notes		$ 45,000
Interest		5,000
Accrued interest		5,240
Convertible debt		$ 345,000
Risk free interest rate		5.18%
Volatility rate	200.00%
Common share issued		9,537,182
Common share issued		143,636,778	131,764,348
Common share value		$ 367,795
Series A Convertible Preferred Stock [Member]
Accrued interest		$ 405,000
Debtenture 1
Risk free interest rate		3.50%
Volatility rate		137.00%
Expected life		1 year
Debtenture 2
Risk free interest rate		4.03%
Volatility rate		140.00%
Expected life		1 year
Debtenture 3
Risk free interest rate		3.98%
Volatility rate		141.00%
Expected life		1 year
August 31, 2022 [Member]
Conversion price, Description		Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value
Warrant expiry date							Aug. 30, 2024
Exercise price of warrant		$ 0.60
Convertible debentures with unrelated party							$ 1,500,000
Debt paid,first installement							$ 500,000
Debt paid,second installement					$ 500,000
Interest rate on convertible debenture		6.00%
Common stock issued for warrant purchase							750,000
Debt paid,third installement				$ 500,000
September 02, 2022 [Member]
Conversion price, Description		Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value
Risk free interest rate		3.47%
Volatility rate		137.00%
Expected life		1 year
Warrant expiry date						Aug. 30, 2024
Exercise price of warrant		$ 0.60
Convertible debentures with unrelated party						$ 500,000
Debt paid,first installement						250,000
Debt paid,second installement						250,000
Interest rate on convertible debenture		6.00%
Common stock issued for warrant purchase						$ 250,000
Convertible Debt
Interest		$ 22,795
Convertible debt		$ 300,000
Common share issued		8,205,263
Interest on convertible notes		$ 17,556
Accrued interest		$ 400,000

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details)	Jun. 30, 2023 USD ($)
Level 1 [Member]
Fair value of derivative liability as of March 31, 2023	$ 0
Additions at fair value	0
Change in fair value of the derivative	0
Balance at June 30, 2023	0
Fair Value, Inputs, Level 2 [Member]
Fair value of derivative liability as of March 31, 2023	0
Additions at fair value	0
Change in fair value of the derivative	0
Balance at June 30, 2023	0
Fair Value, Inputs, Level 3 [Member]
Fair value of derivative liability as of March 31, 2023	663,426
Additions at fair value	(191,258)
Change in fair value of the derivative	(159,444)
Balance at June 30, 2023	$ 312,724

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details 1)	1 Months Ended	3 Months Ended
	Nov. 17, 2022	Jun. 30, 2023
Risk-free interest rate		5.18%
Dividend yield		0.00%
Volatility rate	200.00%
Minimum [Member]
Expected life in years		2 months 1 day
Maximum [Member]
Expected life in years		22 years

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Mar. 09, 2020	Sep. 30, 2016	Jun. 30, 2023
Merger, description	Under the program, if an acquisition, merger or change in control is affected, 10% of the value of the transaction will be allocated to pay the expenses of the transaction including but not limited to legal, accounting, transfer fees and other miscellaneous expense. The balance of the fund after expenses will be allocated 20% to directors and 80% to officers and employees of the Company as allocated by the Chief Executive Officer and approved by the Board of Directors
Annual Maintenance			$ 59,390
Investment description		A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly
First Phase I clinical trial [Member]
Future payments		$ 100,000
Annual maintenance fee		50,000
First Phase III clinical trial [Member]
Future payments		225,000
First BLA [Member]
Future payments		$ 225,000

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LICENSE AGREEMENT (Details Narrative) - BioRay Pharmaceutical Co LTD [Member]	3 Months Ended
	Jun. 30, 2023 USD ($)
Agreement description	Under the terms of the agreement the Company received $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials , which started in March 2021. In addition, the Company received $750,000 upon the initial patient enrolled at the dosage level of 8.0 mg/kg. Further payment of $2,500,000 was to be received when the FDA approves the phase 2 clinical trials and $750,000 was to receive when the phase 2 clinical trials begin
Issuance of license agreement	$ 5,000,000
Royalty rate	9.00%
Net sales	20 years
Agreement	$ 250,000
Initial payment received	$ 750,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 17, 2023	Aug. 16, 2023	Aug. 04, 2023	Jul. 24, 2023	Jun. 30, 2023	Mar. 31, 2023
Common share issued					143,636,778	131,764,348
Subsequent Event
Common share issued	2,000,000	1,000,000	1,000,000	2,000,000
Conversion of convertible notes	$ 100,000	$ 50,000	$ 50,000	$ 100,000