UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~

~~Amendment No. 1~~10-Q

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

For the quarterly period ended September 30, ~~2020~~2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 000-12641

DALRADA FINANCIAL CORPORATION

(Name of Small Business Issuer in its charter)

Wyoming	~~13-0021693~~38-3713274
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer ID. No.)

600 La Terraza Blvd., Escondido, California92025

(Address of principal executive offices)

~~858-283-1253~~858-283-1253

Issuer’s telephone number

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.005 par value per share	DFCO	None

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) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒ No ~~[X]~~☐

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 ~~[X]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
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 Act) Yes ☐Noþ ☒

As of November ~~16, 2020,~~18, 2021, the registrant’s outstanding stock consisted of ~~68,464,742~~75,721,684 common shares.

~~EXPLANATORY NOTE~~

~~We are filing this Amendment No. 1 on Form 10-Q/A to amend Section 1,~~ Organization and Nature of Operations, of the Notes to the Condensed Consolidated Financial Statements paragraph number one to disclose the reincorporation of the Company into the State of Wyoming. In addition in Section 1, Going Concern, there was a minor change in the wording. We have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1 and 32., and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below.

DALRADA FINANCIAL CORPORATION.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Balance Sheets

(unaudited)

September 30, June 30,
2020 2020
Assets
Current assets:
Cash and cash equivalents $ 139,403 $ 75,165
Accounts receivable, net 207,747 229,167
Accounts receivable, net - related parties 121,615 99,357
Other receivables 84,016 76,013
Inventories 691,504 650,422
Prepaid expenses and other current assets 129,042 121,413
Total current assets 1,373,327 1,251,537
Property and equipment, net 297,963 240,508
Other assets 30,000 30,000
Goodwill 143,152 143,152
Right of use asset, net 1,053,322 1,118,474
Total assets $ 2,897,764 $ 2,783,671

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 149,638 $ 297,720
Accrued liabilities 304,823 231,865
Accrued payroll taxes, penalties and interest 10,637,282 10,519,440
Accounts payable and accrued liabilities – related parties 1,252,826 556,317
Deferred revenue – 176,291
Notes payable 93,126 93,217
Notes payable – related parties 3,565,314 3,053,782
Convertible notes payable – related party 1,875,000 1,875,000
Right of use liability 228,528 225,611
Total current liabilities 18,106,537 17,029,243
Right of use liability 824,794 892,863
Total liabilities 18,931,331 17,922,106

Commitments and contingencies (Note 12)

Stockholders' deficit:
Preferred stock, $0.01 par value, 100,000 shares authorized, 5,000 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively 50 50
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 68,464,742 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively 342,324 342,324
Additional paid-in capital 91,904,874 91,904,874
Noncontrolling interests 56,836 51,821
Accumulated deficit (108,343,963 ) (107,429,607 )
Accumulated other comprehensive income (loss) 6,312 (7,897 )
Total stockholders' deficit (16,033,567 ) (15,138,435 )
Total liabilities and stockholders' deficit $ 2,897,764 $ 2,783,671

~~(The accompanying notes are an integral part of these condensed consolidated financial statements)~~

~~DALRADA FINANCIAL CORPORATION~~

~~Condensed Consolidated Statements of Operations~~

~~(unaudited)~~

Three Months Ended
September 30,
2020 2019
Revenues $ 693,360 $ 17,317
Revenues - related party 66,033 –
Total revenues 759,393 17,317
Cost of revenue 233,428 6,611
Gross profit (loss) 525,965 10,706

Operating expenses:
Selling, general and administrative 1,307,541 271,024
Research and development 22,822 –
Expenses incurred on terminated acquisition – 149,826
Total operating expenses 1,330,363 420,850
Loss from operations (804,398 ) (410,144 )

Other income (expense):
Interest expense (129,060 ) (210,587 )
Interest income 525 –
Other income 36,174 –
Loss on foreign exchange (12,582 ) –
Total other income (expenses) (104,943 ) (210,587 )
Net loss before taxes (909,341 ) (620,731 )
Income taxes – –
Net loss (909,341 ) (620,731 )
Net income attributable to noncontrolling interests 5,015 –
Net loss attributable to Dalrada Financial Corporation stockholders $ (914,356 ) $ (620,731 )

Foreign currency translation 14,209 –
Comprehensive loss $ (895,132 ) $ (620,731 )

Net loss per common share to Dalrada stockholders - basic $ (0.01 ) $ (0.01 )
Net loss per common share to Dalrada stockholders - diluted $ (0.01 ) $ (0.01 )

Weighted average common shares outstanding — basic 68,464,742 48,281,128
Weighted average common shares outstanding — diluted 68,464,742 48,281,128


	September 30,			June 30,
	2021			2021
Assets
Current assets:
Cash and cash equivalents	$	92,335		$	110,285
Accounts receivable, net		4,265,049			265,812
Accounts receivable, net - related parties		44,455			69,952
Other receivables		61,771			67,328
Inventories		1,112,795			842,108
Prepaid expenses and other current assets		311,541			285,026
Total current assets		5,887,946			1,640,511
Property and equipment, net		700,426			489,902
Goodwill		736,456			736,456
Intangible assets, net		742,159			664,494
Right of use asset, net		130,587			532,327
Right of use asset, net - related party		448,907			639,415
Total assets	$	8,646,481		$	4,703,105

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	711,189		$	910,339
Accrued liabilities		1,124,337			641,380
Accrued payroll taxes, penalties and interest		1,976,714			1,953,024
Accounts payable and accrued liabilities – related parties		515,233			414,237
Deferred revenue		469,525			219,999
Notes payable, current portion		404,906			415,817
Notes payable – related parties		0			10,508,955
Convertible notes payable – related party		0			1,875,000
Right of use liability		96,919			76,570
Right of use liability - related party		161,080			159,790
Total current liabilities		5,459,903			17,175,111
Notes payable – related parties		9,878,837			–
Right of use liability		0			455,757
Right of use liability - related party		287,827			479,625
Total liabilities		15,626,567			18,110,493

Commitments and contingencies (Note 12)		–			–
Stockholders' deficit:
Preferred stock, $0.01 par value, 100,000 shares authorized		–			–
Series F preferred stock, $0.01 par value, 5,000 and 5,000 shares authorized, issued and outstanding as of September 30, 2021 and June 30, 2021, respectively		50			50
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 75,721,684 and 68,464,742 shares issued and outstanding at September 30, 2021 and 2020, respectively		378,609			369,194
Preferred stock to be issued		6,532,206			–
Common stock to be issued		574,410			601,825
Additional paid-in capital		93,705,061			92,965,821
Noncontrolling interests		1,361,963			(38,391	)
Accumulated deficit		(109,604,016	)		(107,338,174	)
Accumulated other comprehensive income (loss)		71,631			32,287
Total stockholders' deficit		(6,980,086	)		(13,407,388	)
Total liabilities and stockholders' deficit	$	8,646,481		$	4,703,105

(The accompanying notes are an integral part of these condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of ~~Stockholders’ Deficit~~Operations

(unaudited)

Accumulated
Additional Other Total
Preferred Stock Common Stock Paid-in Noncontrolling Accumulated Comprehensive Stockholders'
Shares Amount Shares Amount Capital Interests Deficit Income (Loss) Deficit

Balance at June 30, 2019 – $ – 48,281,128 $ 241,406 $ 91,086,179 $ – $ (104,963,229 ) $ – $ (13,635,644 )
Net loss – – – – – – (620,731 ) – (620,731 )
Balance at September 30, 2019 – $ – 48,281,128 $ 241,406 $ 91,086,179 $ – $ (105,583,960 ) $ – $ (14,256,375 )

Balance at June 30, 2020 5,000 $ 50 68,464,742 $ 342,324 $ 91,904,874 $ 51,821 $ (107,429,607 ) $ (7,897 ) $ (15,138,435 )
Net loss – – – – – 5,015 (914,356 ) – (909,341 )
Foreign currency translation – – – – – – – 14,209 14,209
Balance at September 30, 2020 5,000 $ 50 68,464,742 $ 342,324 $ 91,904,874 $ 56,836 $ (108,343,963 ) $ 6,312 $ (16,033,567 )


	Three Months Ended
	September 30,
	2021			2020
Revenues	$	4,587,044			693,360
Revenues - related party		15,309			66,033
Total revenues		4,602,353			759,393
Cost of revenue		1,204,335			233,428
Gross profit		3,398,018			525,965

Operating expenses:
Selling, general and administrative (includes stock-based compensation of $677,507 and $0 for 2021 and 2020, respectively)		4,249,699			1,307,541
Research and development		60,174			22,822
Total operating expenses		4,309,873			1,330,363
Loss from operations		(911,855	)		(804,398	)

Other income (expense):
Interest expense		(123,804	)		(129,060	)
Interest income		527			525
Other income		14,708			36,174
Gain (loss) on foreign exchange		43,751			(12,582	)
Total other income (expenses)		(64,818	)		(104,943	)
Net loss before taxes		(976,673	)		(909,341	)
Income taxes		0			0
Net loss		(976,673	)		(909,341	)
Net income attributable to noncontrolling interests		1,289,169			5,015
Net loss attributable to Dalrada Financial Corporation stockholders	$	(2,265,842	)	$	(914,356	)

Foreign currency translation		39,344			14,209
Comprehensive loss	$	(937,329	)	$	(895,132	)

Net loss per common share to Dalrada stockholders – basic	$	(0.03	)	$	(0.01	)
Net loss per common share to Dalrada stockholders – diluted	$	(0.03	)	$	(0.01	)
Weighted average common shares outstanding – basic		73,955,420			68,464,742
Weighted average common shares outstanding – diluted		73,955,420			68,464,742

(The accompanying notes are an integral part of these condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Deficit

(unaudited)

Three Months Ended
September 30,
2020 2019
Cash flows from operating activities:
Net loss $ (909,341 ) $ (620,731 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 10,644 –
Changes in operating assets and liabilities:
Accounts receivable (838 ) 18,616
Other receivables (8,003 ) –
Inventories (41,082 ) 2,211
Prepaid expenses and other current assets (7,629 ) (5,000 )
Accounts payable (284,560 ) 4,392
Related party advances 832,987 132,091
Accrued liabilities 72,958 163
Accrued payroll taxes, penalties and interest 117,842 194,446
Deferred revenue (176,291 ) –
Net cash used in operating activities (393,313 ) (273,812 )
Cash flows from investing activities:
Purchase of property and equipment (68,099 ) (2,278 )
Net cash used in investing activities (68,099 ) (2,278 )
Cash flows from financing activities:
Proceeds from related party notes payable 511,532 287,821
Net cash provided by financing activities 511,532 287,821
Net increase in cash and cash equivalents 50,120 11,731
Effect of exchange rate changes on cash 14,118 –
Cash and cash equivalents at beginning of period 75,165 963
Cash and cash equivalents at end of period $ 139,403 $ 12,694

Supplemental disclosure of cash flow information:
Cash paid for income taxes $ – $ –
Cash paid for interest $ – $ –

Supplemental disclosure of non-cash investing and financing activities:
Transfer of related party advances to related party notes payable $ – $ 37,469


	Preferred Stock										Common Stock			Preferred Stock		Additional									Accumulated Other			Total
	Series F				Common Stock						to be			to be		Paid-in			Noncontrolling			Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Shares			Amount			Issued			Issued		Capital			Interests			Deficit			Income (Loss)			Deficit

Balance at June 30, 2020		5,000	$	50.00		68,464,742		$	342,324		$	–		$	–	$	91,904,874		$	51,821		$	(107,429,607	)	$	(7,897	)	$	(15,138,435	)
Net loss		–		–		–			–			–			–		–			5,015			(914,356	)		–			(2,477,557	)
Foreign currency translation		–		–		–			–			–			–		–			–			–			14,209			(7,897	)
Balance at September 30, 2020		–	$	–		68,464,742		$	342,324		$	–		$	–	$	91,904,874		$	56,836		$	(108,343,963	)	$	6,312		$	(16,033,567	)

Balance at June 30, 2021		5,000	$	50		73,838,662		$	369,194		$	601,825			–	$	92,965,821		$	(38,391	)	$	(107,338,174	)	$	32,287		$	(13,407,388	)
Conversion of related party notes into preferred stock		–		–		–			–						6,532,206		–			–			–			–			6,532,206
Common stock issued pursuant to acquisitions		–		–		212,500			1,063			(85,975	)		–		84,913			–			–			–			–
Joint venture		–		–		–			–			58,560			–		–			111,185			–			–			169,745
Repurchase of common shares from subsidiary						(329,478	)		(1,647	)		–			–		(13,179	)		–			–			–			(14,826	)
Stock-based compensation		–		–		2,000,000			10,000			–			–		667,507			–			–			–			677,507
Net income (loss)		–		–		–			–			–			–		–			1,289,169			(2,265,842	)		–			(976,673	)
Foreign currency translation		–		–		–			–			–			–		–			–			–			39,344			39,344
Balance at September 30, 2021		5,000	$	50		75,721,684		$	378,609		$	574,410		$	6,532,206	$	93,705,061		$	1,361,963		$	(109,604,016	)	$	71,631		$	(6,980,086	)

(The accompanying notes are an integral part of these condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(976,673	)	$	(909,341	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		41,637			10,644
Stock compensation		677,507			0
Non-cash research and development expenses		0			0
Changes in operating assets and liabilities:
Accounts receivable		(3,973,740	)		(838	)
Other receivables		5,557			(8,003	)
Inventories		(270,687	)		(41,082	)
Prepaid expenses and other current assets		(26,515	)		(7,629	)
Accounts payable		(140,754	)		(284,560	)
Accounts payable and accrued liabilities - related parties		500,597			832,987
Accrued liabilities		711,573			72,958
Accrued payroll taxes, penalties and interest		23,690			117,842
Right of use assets and liabilities, net		(34,438	)		0
Deferred revenue		249,526			(176,291	)
Net cash used in operating activities		(3,212,720	)		(393,313	)
Cash flows from investing activities:
Purchase of property and equipment		(122,871	)		(68,099	)
Purchase of intangibles		(95,000	)		0
Net cash used in investing activities		(217,871	)		(68,099	)
Cash flows from financing activities:
Proceeds from related party notes payable		3,399,035			511,532
Net proceeds (repayments) from notes payable		(10,911	)		0
Repurchase of common shares from subsidiary		(14,826	)		0
Net cash provided by financing activities		3,373,297			511,532
Net change in cash and cash equivalents		(57,294	)		50,120
Effect of exchange rate changes on cash		39,344			14,118
Cash and cash equivalents at beginning of period		110,285			75,165
Cash and cash equivalents at end of period	$	92,335		$	139,403

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	0		$	0
Cash paid for interest	$	0		$	0

Supplemental disclosure of non-cash investing and financing activities:
Conversion of related party notes and interest into preferred stock	$	6,532,206		$	0
Contribution of property and equipment into joint venture	$	111,185		$	0
Common stock to be issued pursuant to business combination	$	58,560		$	0

(The accompanying notes are an integral part of these condensed consolidated financial statements)

DALRADA FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial Statements

(unaudited)

1.	Organization and Nature of Operations

Dalrada Financial Corporation, ~~(the~~(“Dalrada”), a Wyoming Corporation, and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) ~~was incorporated~~is a global solutions provider of clean energy, healthcare, technology, and precision engineering solutions. The company has locations in ~~September 1982 under~~Malaysia, India, UK, and the ~~laws of the State of California, reincorporated in May 1983 under the laws of the State of Delaware, and reincorporated in May 2020 under the laws of the State of Wyoming.~~USA.

~~In June 2018, the Company created a new subsidiary,~~Our operating subsidiaries are Dalrada Precision, Corp. (“Dalrada Precision”), a mechanical contract provider. It extends the client’s engineering and operations team by helping devise bespoke manufacturing solutions tailored to its products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics. In October 2018, the Company created a new subsidiary, Dalrada Health Products, ~~Corp (“~~and Dalrada ~~Health”). Dalrada Health will partner with client companies for~~Technologies. The subsidiaries are positioned to service the ~~distribution of medical disposables, hospital equipment~~top three growing industries over the next 3-decades; clean energy, healthcare, and ~~furniture, medical devices, laboratory and dental~~technology. We market ten products and ~~sanitizing, disinfectant~~services which continuously build upon our core by bringing innovation to a complex new world. As consumers, businesses, and ~~PPE~~governments seek alternative solutions, Dalrada’s subsidiaries respond with affordable, accessible, and impactful innovations.

The changes COVID-19 brought to the world have been profound to say the least. Consumer habits have transcended to an age of online shopping and remote work. Businesses have shifted to invest in digital technologies, cleanliness, and sustainability. Industries such as healthcare systems experienced overwhelming strains and people skipped regular healthcare routines such as annual check-ups, while supply chains and manufacturing came to a halt. The only positive coming out of the pandemic lockdowns is the break Earth received from pollution, which inadvertently created more awareness in everyone’s mind regarding the importance of climate change.

Dalrada understands these profound changes brought on by the pandemic to people’s behavior, what businesses prioritize, and doing more to protect our planet. This is why we accelerated the expansion of our healthcare division to ensure we provide on-site COVID-19 testing (Pala Diagnostics) and sanitization products ~~& services. In May 2019, Dalrada Health~~(GlanHealth) to help businesses get back to normal and venues to bring back events. We acquired a ~~new subsidiary, C2C Life Sciences, Inc. (“C2C”). On November 1, 2019,~~certified nursing school (IHG) to support a growing and overwhelmed healthcare system, and we launched Empower Genomics and Solas Rejuvenation clinic to provide people with personal advanced health data while offering rejuvenation therapies for uplifting experiences. We also continue to build clinical data for our cerVIA kits to screen females in low to mid-income countries, and fight the acquisition was rescinded, as the Company never gained control over C2C. Such costs incurred in connection with this rescinded acquisition, have been reflected in these condensed consolidated financial statements as expenses incurred on terminated acquisition.4th most common cancer amongst females, Cervical Cancer.

~~On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired,~~Furthermore, we accelerated the development, testing, and production of our flagship product, LikidoONE, to help achieve the world’s net-zero goals by ~~stock exchange agreement, 100% of Likido Ltd. (HQ) (“Likido”) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company, is~~2050. This high-temperature CO2 based ~~in Edinburgh, Scotland. Likido is an international technology company developing advanced solutions for the harvesting and recycling of energy. Using its novel,~~ heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integratedprovides heating and cooling ~~applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and~~without the ~~minimized carbon emissions across global supply chains. Likido's technologies enable~~need for combustion or the ~~effective recovery and recycling~~burning of ~~process~~fossil fuels, while reducing energy mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems. In connection with the purchase of Likido, the Company is obligated to fund operations for a totalconsumption by up to ~~$600,000 (see Note 3)~~75% and emissions by 93%. We also began the development of LikidoHOME to replace residential gas burners and tankless heaters. Despite the supply chain challenges, we developed a stronger relationship with our partner in Malaysia, CHP, through our Dalrada Precision division, to increase our capacity for precision parts and steel fabrication capabilities in order to support the manufacturing of the Likido machines.

~~On January 9, 2020, Dalrada purchased seventy two percent (72%)~~To bring it full circle, communication has changed for good. Every generation is now relying on technology to serve their basic needs such as online grocery shopping or rapid pick-up, and businesses cannot thrive without technology. Our technology division, Prakat, continues to advance in the areas of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement (“SPA”). The considerationsoftware development, blockchain technologies, mobile application development, remote monitoring systems, online security, digital accessibility for the ~~share purchase was three million six hundred thousand, (3,600,000) common equity shares~~disabled, and supply chain technologies.

As the world changes, Dalrada’s mission of ~~DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software~~bringing forth clean energy, healthcare, and technology solutions ~~specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end~~ to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company. The Company is still determining the impact of this transaction on the financial statements including the purchase pricepeople, businesses, and the ~~allocation of such (see Note 3).~~planet will continue to meet its demands and to do our part.

~~On or~~The Company's principal executive offices are located at 600 La Terraza Blvd., Escondido, California 92025. For more information about ~~March 23, 2020 Dalrada Health Products Corporation acquired One Hundred percent (100%) of~~ the ownership of Shark. Shark is a cleaning solutions provider using electrostatic machines to spray and deodorize residential spaces, healthcare facilities, hospitality, transportation, manufacturing, automotive, schools/education systems, and other facilities requiring cleaning services. Through the acquisition of Shark, Dalrada Health Products developed the GlanHealth Brand (dba of Dalrada Health Products Corporation) to distribute alcohol-free hand sanitizers, surface cleaners, laundry aides, antimicrobial solutions, electrostatic sprayers, face masks, gloves, kits, and delivery equipment such as dispensers, stands, and ease of use packaging for the end consumer. GlanHealth leverages an extensive supply chain of producers, resellers, distributors, vendors, and formulators for the development, sale, and marketing of itsCompany’s products ~~and services.~~

visit www.dalrada.com

~~The Company's principal executive offices are located at 600 La Terraza Blvd., Escondido, California 92025.~~

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, ~~2020,~~2021, the Company has ~~a working capital deficit of $16,773,210 and~~ an accumulated deficit of ~~$108,343,963.~~$109,604,016. The continuation of the Company as a going concern is dependent upon the continued financial support from related parties, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

(a)

Basis of Presentation

These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.

We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year ~~2020.~~2022. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes.

(b)

Principles of Consolidation

These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision, a company incorporated in the State of California, since June 25, 2018 (date of incorporation), Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), as well as its subsidiaries ~~Likido and~~(Likido, Prakat, Shark, IHG, Pacific Stem, Ignite, Empower, Solas) since their respective acquisition dates (see Note 3) and Controlling Interest in Pala (see Note 4) . All inter-company transactions and balances have been eliminated on consolidation.

The condensed consolidated financial statements include the accounts of all entities controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the condensed consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation.

Income attributable to the minority interest in the Company's majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the consolidated statements of operations and the noncontrolling interest is reflected as a separate component of consolidated stockholders' equity in the consolidated balance sheet.

(c)

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of inventory, valuation of accrued payroll tax liabilities, valuation of acquired assets and liabilities, variables used in the computation of share-based compensation, and deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(d)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

(e)

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

During the three months ended September 30, 2021, healthcare insurers and government payers accounted for over 75% of total revenues. During the three months ended September 30, 2020, no customers accounted for greater than 10% of total revenues.

(f)

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

9(g)

~~(g)~~

Accounts Receivable

Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, ~~2020,~~2021 and June 30, 2021, the Company had an allowance ~~for~~of doubtful accounts of ~~$14,721.~~$37,465.

Pala has a standardized approach to estimate the amount of consideration that we expect to be entitled to for its COVID-19 testing revenue, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement.

(h)

Inventory

Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of September 30, 2021 and June 30, ~~2020,~~2021, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions.

(i)

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:

Schedule of property and equipment, estimated useful life
		Estimated Useful Life
Computer and office equipment		3 - 5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations loss in the period of disposal.

(j)

Business Combinations and Acquisitions

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

10(k)

~~(k)~~

Impairment of Long-Lived Assets

The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.

Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of September 3031, 2021 and June 30, ~~2020,~~2021, there were no qualitative factors that indicated goodwill was impaired.

~~(l)~~10

(l)

Revenue Recognition

The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019 using the modified retrospective transition approach applied to all contracts. Therefore, the reported results for the years ended June 30, 2020 and 2019 reflect the application of ASC 606. Management determined that there were no retroactive adjustments necessary to revenue recognition upon the adoption of the ASU 2014-09. The Company determines revenue recognition through the following steps:

~~Identification of a contract with a customer;~~

•

Identification of a contract with a customer;

~~Identification of the performance obligations in the contract;~~

•

Identification of the performance obligations in the contract;

~~Determination of the transaction price;~~

•

Determination of the transaction price;

~~Allocation of the transaction price to the performance obligations in the contract; and~~

•

Allocation of the transaction price to the performance obligations in the contract; and

~~Recognition of revenue when or as the performance obligations are satisfied.~~

•

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s condensed consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the condensed consolidated balance sheets.

The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of September 30, 2021.

The Company also earns service revenue from its other subsidiaries, including information technology and consulting services via Prakat, educational programs and courses via IHG, and stem cell therapy procedures from ~~its~~Pacific Stems. For Prakat ~~subsidiary. These services~~and Pacific Stems, revenues are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project, which represents transfer of control to the customer. For IHG, revenues are recognized over the course of a semester while services are performed.

Net revenues from Pala accounted for over 75% of the Company’s total net revenues for the three ended September 30, 2021 and primarily comprised of a high volume of relatively low-dollar transactions. Pala, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. Pala does not invoice the patients themselves for testing but relies on healthcare insurers and government payers for reimbursement for COVID-19 testing. Pala has a standardized approach to estimate the amount of consideration that we expect to be entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement.

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by revenue source:

Schedule of disaggregated revenue
	Three Months Ended				Three Months Ended
	September 30,				September 30,
	2020		2019		2021		2020
Product sales - third parties	$	373,784	$	17,317	$	64,547	$	373,784
Product sales - related party		18,533		–		15,309		18,533
Information technology and consulting services - third parties		319,576		–
Information technology and consulting services - related party		47,500		–
Service revenue - third parties						4,522,497		319,576
Service revenue - related party						0		47,500
Total revenue	$	759,393	$	17,317	$	4,602,353	$	759,393

Contract Balances

The following table provides information about receivables and contract liabilities from contracts with customers:

Schedule of receivables and contract liabilities
	September 30,		June 30,
	2021		2021
Accounts receivable, net	$	4,265,049	$	265,812
Accounts receivable, net - related parties		44,455		69,952
Deferred revenue		469,525		219,999

September 30, June 30,
2020 2020
Accounts receivable, net $ 207,747 $ 229,167
Accounts receivable, net - related parties 121,615 99,357
Deferred revenue – 176,291

The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met.

12(m)

~~(m)~~

Cost of Revenue

Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue:

Schedule of cost of revenue
	Three Months Ended
	September 30,
	2021		2020
Product sales	$	64,033	$	81,380
Service revenue		1,140,302		152,048
Total cost of revenue	$	1,204,335	$	233,428

Three Months Ended
September 30,
2020 2019
Product sales $ 81,380 $ 6,611
Information technology and consulting services 152,048 –
Total cost of revenue $ 233,428 $ 6,611

(n)

Advertising

Advertising costs are expensed as incurred. During the three months ended September 30, 2021 and 2020, advertising expenses were approximately $93,000 and $2,300, respectively.

(o)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. During the three months ended September 30, 2021 and 2020, stock-based compensation expense was $677,507 and $0, respectively.

~~(o)~~(p)

Foreign Currency Translation

The functional currency of the Company is the United States dollar. The functional currency of the Likido subsidiary is the British pound. The functional currency of Prakat is the Indian rupee. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Gains and losses arising on foreign currency denominated transactions are included in condensed consolidated statements of operations.

~~(p)~~(q)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the three months ended September 30 ~~2020,~~2021, the Company’s only component of comprehensive income was foreign currency translation adjustments.

~~(q)~~(r)

Non-controlling Interests

Non-controlling interests are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net loss attributable to non-controlling interests are reflected separately from consolidated net loss in the consolidated statements of comprehensive loss and statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss.

As of September 30, 2021, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries.

(s)

Basic and Diluted Net Loss per Share

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

The weighted average number of common stock equivalents related to convertible notes payable of ~~57,214,074~~ 0 and ~~55,560,676~~57,214,074 shares ~~respectively,~~and stock options of 1,000,000 and 0 was not included in diluted loss per share, because the effects are antidilutive, for the three months ended September 30, 2021 and 2020, respectively.

There were no adjustments to the numerator during the three months ended September 30, 2021 and ~~2019.~~2020.

~~(r)~~(t)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~(s)~~(u)

Recent Accounting Pronouncements

In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.

In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. The Company determined there is no impact to its financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Business Combinations and Acquisition *~~Likido~~*

Fiscal 2021 Transactions

International Health Group, Inc. (“IHG”)

Effective ~~December 6, 2019,~~January 29, 2021, the Company acquired 100% of the ~~interests~~common stock of ~~Likido.~~IHG. In consideration for the acquisition, the Company issued ~~6,118,000~~1,000,000 shares of its common stock at ~~$0.0448~~$0.44 per share, or a total fair value of ~~$274,086.~~$440,000. The Company acquired IHG to expand into the educational sector of the Health and Human Services Industry.

The ~~Likido~~International Health Group transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized.

The Company has made a preliminary allocation of the purchase price in regard to the acquisition related to the assets acquired, liabilities assumed and noncontrolling interests as of the purchase date. The following table summarizes the purchase price allocation:

Purchase price allocation
	Preliminary
	Purchase Price
	Allocation
Cash and cash equivalents	$	43,617
Accounts receivable		37,905
Other receivables		3,000
Property and equipment, net		3,930
Intangible assets		693,385
Accounts payable		(32,093	)
Accrued liabilities		(38,726	)
Deferred revenue		(37,339	)
Notes payable		(233,679	)
Purchase price consideration	$	440,000

The intangible assets for IHG are in the form of its curriculum development and will be amortized on a straight-line basis over its determined useful life of ten years for the following reasons:

	1)	The International Health Group transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).
	2)	IHG’s founder initially started the program approximately ten years ago offering a Certified Nurse’s Assistant Program (CNA), thus giving the intangible asset a minimum of a 10-year useful.
	3)	Under US GAAP, the cost of intangible assets is either amortized over their respective useful/legal lives, or are tested for impairment on an annual basis. Pursuant to the costs incurred over a ten-year period to develop the CNA and other curriculums, the Company has determined a minimum of a 10-year useful life is appropriate.

Pacific Stem Cells, LLC (“Pacific Stem”)

Effective February 3, 2021, the Company acquired 100% of the membership units of Pacific Stem. In consideration for the acquisition, the Company issued $352,650 in cash consideration and issued 1,000,000 shares of its common stock at $0.354 per share for a total fair value of $706,650. The Company acquired Pacific Stem as an opportunity to enter the growing alternative Health and Human Services Industry.

The Pacific Stem Cells transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized. Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition. The goodwill is not deductible for tax purposes.

The Company has made a ~~provisional allocation of the purchase price in regard to the acquisition related to the assets acquired and the liabilities assumed as of the purchase date. The following table summarizes the~~ preliminary ~~purchase price allocation:~~

Preliminary
Purchase Price
Allocation
Cash and cash equivalents $ 172,362
Other receivables 37,984
Prepaid expenses and other current assets 10,000
Inventories 110,062
Property and equipment, net 80,348
Goodwill 143,152
Accounts payable (92,799 )
Accrued liabilities (9,308 )
Deferred revenue (177,715 )
$ 274,086

~~Prakat~~

Effective January 9, 2020, the Company acquired 72% of the common equity shares of Prakat. In consideration for the acquisition, the Company issued 3,600,000 shares of its common stock at $0.0450 per share, or a total fair value of $162,000.

~~The Prakat transaction was accounted for as a business combination in accordance with~~ ~~Accounting Standards Codification (“ASC”) Topic 805, Business Combinations~~ (“ASC 805”). The Company has determined preliminary fair values of the assets acquired, liabilities assumed and the fair value of the noncontrolling interests. These values are subject to change as we perform additional reviews of our assumptions utilized. Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition. The goodwill is not deductible for tax purposes.

~~The Company has made a provisional~~ allocation of the purchase price in regard to the acquisition related to the assets acquired, liabilities assumed and noncontrolling interests as of the purchase date. The following table summarizes the ~~preliminary~~ purchase price allocation:

Preliminary
Purchase Price
Allocation
Cash and cash equivalents $ 34,625
Accounts receivable, net 157,544
Other receivables 122,190
Prepaid expenses and other current assets 74,671
Property and equipment, net 7,189
Accounts payable (33,614 )
Accrued liabilities (114,212 )
Notes payable (23,393 )
Noncontrolling interests (63,000 )
Purchase price consideration $ 162,000

Purchase price allocation
	Preliminary
	Purchase Price
	Allocation
Cash and cash equivalents	$	281,164
Goodwill		593,304
Accounts payable		(17,918	)
Notes payable		(149,900	)
Purchase price consideration	$	706,650

Ignite

~~Shark~~

On ~~March 23, 2020,~~April 21, 2021, the Company ~~entered~~closed the transaction by moving into a ~~Stock~~Membership Interest Purchase Agreement to acquire ~~Shark Innovative Technologies Corp.~~Ignite IT LLC (“~~Shark”~~Ignite”). The Company acquired all of the issued and outstanding ~~common shares,~~membership interests, including business plans and access to contacts of ~~Shark.~~Ignite. In consideration for the acquisition, the Company issued ~~3,000,000 shares of its common stock at $0.0310 per share, or~~ a ~~total fair value of $93,000.~~promissory note for $20,000.

The Company evaluated the acquisition of the purchased assets under ASC 805 and concluded that as substantially all of the fair value of the gross assets acquired is concentrated in an identifiable group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. ~~The purchase price of~~Accordingly, the ~~Shark assets are as follows:~~

Cash and cash equivalents $ 917
Research and development 92,083
Purchase price consideration $ 93,000

~~The~~Company recorded the acquired research and development ~~was recorded~~at a fair value of $20,000 as an expense in the consolidated statements of operations.

4.	Investment in Pala Diagnostics

In August 2021, Dalrada, through its subsidiary Dalrada Health, entered into a joint venture ("JV") with Vivera Pharmaceuticals, Inc ("Vivera") for a 51% ownership and controlling interest. The JV, Pala Diagnostics, LLC ("Pala") is a CLIA-certified diagnostics lab focused on SARS-CoV-2 testing for now with additional testing capabilities to be introduced. The JV has been treated as a business combination.

The Company determined that Pala is a VIE, and the Company does have the power to direct the activities that most significantly impact the economic performance of Pala. Dalrada is therefore considered the primary beneficiary and as such, the Company has consolidated the activities of the JV.

Pursuant to the partnership agreement, Dalrada had an equity commitment of $500,000 for operating capital of which it achieved during the period ended September 30, 2021. In the three months ended September 30, 2021, Vivera contributed property and equipment at a fair value of $111,185. This amount was recorded to non-controlling interest equity balance in the consolidated balance sheets.

Pursuant to the JV agreement, Dalrada issued 250,000 shares of common stock to Vivera after the period ended September 30, 2021. The fair value of $56,560 was included in research and development expenses in the consolidated statements of operations.

5.	Selected Balance Sheet Elements

Inventories

Inventories consisted of the following as of September 30, 2021 and June 30, 2021:

Schedule of inventory
	September 30,		June 30,
	2021		2021
Raw materials	$	327,905	$	172,227
Finished goods		784,890		669,881
Inventories	$	1,112,795	$	842,108

4.	~~Property and Equipment, Net~~

Property and Equipment, Net

Property and equipment, net consisted of the following as of September 30, ~~2020~~2021 and June 30, ~~2020:~~2021:

Schedule of property and equipment
	September 30,			June 30,
	2021			2021
Machinery and equipment	$	453,733		$	223,141
Leasehold improvements		316,127			323,669
Computer and office equipment		194,487			186,549
Property and equipment, gross		964,347			733,359
Less: Accumulated depreciation		(263,921	)		(243,457	)
Property and equipment, net	$	700,426		$	489,902

September 30, June 30,
2020 2020
Machinery and equipment $ 172,524 $ 143,930
Leasehold improvements 131,793 112,366
Computer and office equipment 59,252 52,665
363,569 308,961
Less: Accumulated depreciation (65,606 ) (68,453 )
$ 297,963 $ 240,508

Depreciation and amortization expense of ~~$10,644~~$23,532 and $0$10,644 for the three months ended September ~~30,~~31, 2021 and 2020, ~~and 2019,~~ respectively, were included in selling, general and administrative expenses in the statements of operations.

Intangible Assets, Net

Intangible assets, net consisted of the following as of September 30, 2021 and June 30, 2021:

Schedule of Intangible assets, net
	Gross		Accumulated		Carrying
	Amount		Amortization		Value
Amortized Assets:
Curriculum development	$	693,385	$	46,226	$	647,159
Licenses		95,000		0		95,000
	$	788,385	$	46,226	$	742,159

June 30, 2021	Gross		Accumulated		Carrying
	Amount		Amortization		Value
Amortized:
Curriculum development	$	693,385	$	28,891	$	664,494
Licenses		0		0		0
	$	693,385	$	28,891	$	664,494

Amortization expense of $18,105 and $0 for the three months ended September 30, 2021 and 2020, respectively, were included in selling, general and administrative expenses in the statements of operations.

5.6.	Accrued Payroll Taxes

As of September 30, ~~2020,~~2021, and June 30, ~~2020,~~2021, the Company had ~~$10,637,282~~$1,976,714 and ~~$10,519,440,~~$1,953,024, respectively, of accrued payroll taxes, penalties and interest relating to calendar years 2004 - 2007. The total balance for accrued payroll taxes has accumulated on a quarterly basis beginning on their respective quarterly filing dates. Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. The quarterly sub-totals that make up the ~~$10,637,282~~$1,976,714 balance have a calculated expiration date of 10 years according to the Internal Revenue Service statute of limitations. As the tax periods surpass their estimated expiration date, the Company removes the liability from the condensed consolidated balance sheets, and an equivalent amount is recognized as “Gain on expiration of accrued payroll taxes” within other income on the condensed consolidated statements of operations. For the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company recognized ~~$113,930~~$23,690 and ~~$194,446,~~$127,235, respectively, of penalties and interest within interest expense on the condensed consolidated statements of operations. For the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company recognized $0$0 and ~~$0,~~$0, respectively, within “Gain on expiration of accrued payroll taxes” as a result of quarterly tax liabilities that expired during the fiscal periods The amount owing may be subject to additional late filing fees and penalties that are not quantifiable as of the date of these condensed consolidated financial statements. In addition, the Company periodically reviews the historical filings in determining if the statute has been paused or extended by the Internal Revenue Service.

6.	Notes Payable ~~– Related Parties~~

~~1) During the year ended~~Notes Payable - Related Parties

The following is a summary of notes payable – related parties at September 30, 2021 and June 30, 2019, the Company issued a $38,615 promissory note to a related party for compensation paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $38,615 and the accrued interest is $1,448.2021.

Schedule of notes payable
	September 30, 2021
	Outstanding		Accrued
	Principal		Interest
Related entity 1	$	5,234,822	$	75,970
Related entity 2		357,025		8,209
Related entity 3		4,524,115		62,628
	$	10,115,962	$	146,807

2) During the year ended June 30, 2019, the Company issued a $37,469 promissory note to a related party for legal services and other expenses incurred to reinstate the Company to a current status with the state of Delaware. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $37,469 and the accrued interest is $1,405.

3) As of June 30, 2019, the Company owed $2,250 to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $2,250 and the accrued interest is $84.

4) As of June 30, 2019, the Company owed $1,630 to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $1,630 and the accrued interest is $61.

5) As of June 30, 2019, the Company owed $262,197 to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $262,197 and the accrued interest is $9,832.

6) On September 30, 2019, the Company issued a $131,265 promissory note to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $131,265 and the accrued interest is $3,938.

7) On September 30, 2019, the Company issued a $2,075 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $2,075 and the accrued interest is $62.

8) On September 30, 2019, the Company issued a $3,375 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services for which the Company is charged $1,125 on a monthly basis. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $3,375 and the accrued interest is $101.

	June 30, 2021
	Outstanding		Accrued
	Principal		Interest
Related entity 1	$	2,978,066	$	29,875
Related entity 2		357,025		5,532
Related entity 3		3,087,689		47,728
Related entity 4		3,668,937		93,150
Related entity 5		417,237		5,862
	$	10,508,955	$	182,147

~~9) On~~

In September ~~30, 2019,~~2021, the Company ~~issued a $36,370 promissory note to a related party for reimbursement~~converted $4,428,589 in principal and $102,055 in accrued interest into 6,937 shares of ~~operating expenses paid by~~Series G convertible preferred stock. The remaining outstanding amounts of the related party ~~on behalf of the Company. Under the terms of the note, the amount due is~~notes payable were extended through September 30, 2026.

All notes are unsecured, ~~bears~~bear interest at 3%3% per annum ~~and is due 360 days from~~Each entity has significant influence or common ownership with the ~~date~~Company’s Chief Executive Officer. Several of ~~issuance.~~ these notes are in default. The Company has not received any notices of default or demands for payment. All notes are unsecured.

As of September 30, ~~2020, the outstanding principal balance of the promissory note was $36,370~~2021 and ~~the~~June 30, 2021 total accrued interest ~~is $1,091.~~

~~10) On~~for Notes Payable-Related Parties was $146,807 and $182,147, respectively. The Company recorded interest expense from Notes Payable-Related Party for three months ended September 30, ~~2019, the Company issued a $1,865 promissory note to a related party for reimbursement~~2021 and 2020 of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum,$99,998 and ~~is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $1,865 and the accrued interest is $56.~~

11) On September 30, 2019, the Company issued a $93,137 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $93,137 and the accrued interest is $2,794.

12) On December 31, 2019, the Company issued a $18,669 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $18,669 and the accrued interest is $420.

13) On December 31, 2019, the Company issued a $16,165 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $16,165 and the accrued interest is $364.

14) On December 31, 2019, the Company issued a $1,125 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $1,125 and the accrued interest is $25.

15) On December 31, 2019, the Company issued a $152,282 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for medical device listing fees, computer software, travel expenses, and professional consultant services Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $152,282 and the accrued interest is $3,426.

16) On December 31, 2019, the Company issued a $5,270 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $5,270 and the accrued interest is $119.

17) On December 31, 2019, the Company issued a $720,914 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $720,914 and the accrued interest is $16,221.

18) On March 31, 2020, the Company issued a $233,886 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $233,886 and the accrued interest is $3,508.

19) On March 31, 2020, the Company issued a $1,120 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $1,120 and the accrued interest is $17.

20) On March 31, 2020, the Company issued a $175,742 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $175,742 and the accrued interest is $2,636.

21) On March 31, 2020, the Company issued a $14,655 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $14,655 and the accrued interest is $220.

22) On March 31, 2020, the Company issued a $1,165 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $1,165 and the accrued interest is $17.

23) On March 31, 2020, the Company issued a $417,996 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $417, 996 and the accrued interest is $6,270.

24) On March 31, 2020, the Company issued a $79,866 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $79,866 and the accrued interest is $1,198.

25) On March 31, 2020, the Company issued a $55,868 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $55,868 and the accrued interest is $838.

26) On June 30, 2020, the Company issued a $228,557 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $228,557 and the accrued interest is $1,714.

27) On June 30, 2020, the Company issued a $131,477 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $131,477 and the accrued interest is $986.

28) On June 30, 2020, the Company issued a $13,500 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $13,500 and the accrued interest is $101.

29) On June 30, 2020, the Company issued a $213,887 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $213,887 and the accrued interest is $1,604.

30) On September 30, 2020, the Company issued a $36,549 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $36,549 and the accrued interest is $274.

31) On September 30, 2020, the Company issued a $32,957 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $32,957 and the accrued interest is $247.

32) On September 30, 2020, the Company issued a $31,022 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $31,022 and the accrued interest is $233.

33) On September 30, 2020, the Company issued a $411,000 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2020, the outstanding principal balance of the promissory note was $411,000 and the accrued interest is $3,083.$41,363, respectively.

7. 8.

Convertible Note Payable – Related Parties

As of June 30, 2019, the Company issued a convertible note for ~~$1,875,000~~$1,875,000 to the Chief Executive Officer of the Company for compensation. Under the terms of the note, the amount due is unsecured, bears interest at 3%3% per annum, and was due 360 days from the date of issuance. On June 30, 2019, the Company issued note agreement which included a conversion feature of the outstanding balance at ~~$0.034~~$0.034 per share. As the conversion price was equal to the fair value of the common shares on the date of the agreement, there was no beneficial conversion feature. As of ~~September~~June 30, ~~2020,~~2021 the ~~outstanding~~ principal balance ~~of the promissory note~~ was ~~$1,875,000~~$1,875,000 and the accrued interest ~~is $70,313.~~was $112,500.

In September 2021, the Company converted, along with the related party notes above, principal of $1,875,000 and accrued $126,563 in interest into 3,065 shares of Series G convertible preferred stock.

8.9.	Related Party Transactions

As of September 30, ~~2020~~2021 and June 30, ~~2020, and June 30, 2019,~~2021, the Company owed ~~$1,252,826~~$237,129 and ~~$556,317,~~$1,252,826, respectively to all related parties for reimbursement of various operating expenses, accrued salaries, management fees, etc. which has been recorded in accounts payable and accrued liabilities – related parties. See below for some specific disclosures related to these amounts.

As of September 30, ~~2020~~2021 and June 30, ~~2020, this~~2021, the amount above includes ~~$7,650~~$0 and ~~$7,650~~$7,650 of management fees, which consists of accounting and administrative services ~~to Trucept Inc.,~~from a related party company controlled by the Chief Executive Officer of the Company. The current management fee agreement calls for monthly payments of ~~$4,500.~~$7,500. The agreement is ongoing until terminated by either party. Total expenses incurred related to management fees during the three months ended September 30, 2021 and 2020 were $22,500 and $13,500, respectively. As of September 30, ~~2020, amounts~~2021, the Company owed $ $10,115,962 in the form of promissory notes and $237,129 included ~~with~~within accounts payable and accrued liabilities – related ~~parties for which relate to advances for operating expenses were $108,588.~~parties.

In ~~November 2019, the Chief Executive Officer converted $170 in amounts owed from~~September 2021, the Company converted related party notes and convertible notes of principal totaling $6,303,589 and accrued interest of $228,617into ~~5,000~~an aggregate of 10,002 shares of Series ~~F Super Preferred Stock.~~G preferred stock.

On July 1, 2019, the Company formalized an employment agreement with its Chief Executive Officer, which entitles him to compensation of three hundred and ninety-three thousand dollars ($393,000) per year. Annual increases will be up to 10% based performance criteria to be determined at a later date. He will be issued common stock of the Company sufficient to provide a 10% ownership position post reverse split which shares be maintained for a period of two years. In addition to all other benefits and compensation, he shall be eligible for a quarterly bonus of $47,000 based on if the Company achieves a net profit for that quarter. ~~As of September 30, 2020 and June 30, 2020, the Company had $487,000 and $440,000, accrued within accounts payable and accrued liabilities – related parties, respectively.~~

~~During~~In the three months ended September 30, ~~2020, Dalrada Health~~2021, the Chief Executive Officer converted $98,250 of accrued salary into a promissory note.

The following is a summary of revenues recorded ~~revenues of $18,533~~by the Company’s to ~~various~~ related parties with common ownership. During the three months ended September 30, 2020, the Company’s Prakat subsidiary recorded revenues of $47,500 for engineering and consulting services provided to various related parties with common ownership.ownership:

Summary of revenues
	Three Months Ended
	September 30,
	2021		2020
Dalrada Health	$	15,309	$	18,533
Prakat		0		47,500
Total	$	15,309	$	66,033

See Notes 5, 6, 7, ~~9, 10~~ and 128 for additional related party transactions.

9.10.

Preferred Stock

The Company has 100,000 shares authorized of Series ~~F Super~~ Preferred Stock, par value, ~~$0.01,~~$0.01, of which 5,000 shares of Series F Preferred Stock (at a fair value of $170) were issued to the CEO asin December 2019 and 10,002 shares of ~~December 31, 2019.~~ Series G Preferred Stock were issued subsequent to September 30, 2021 pursuant to the conversion of $6,532,206 in outstanding related party notes and accrued interest into preferred shares.

Each share of Series F Super Preferred Stock entitles the holder to the greater of (i) one hundred thousand votes for each share of Series F Super Preferred Stock, or (ii) the number of votes equal to the number of all outstanding shares of Common Stock, plus one additional vote such that the holders of Series F Super Preferred Stock shall always constitute a majority of the voting rights of the Corporation. In any vote or action of the holders of the Series F Super Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series F Super Preferred Stock shall entitle the holder thereof to one vote per share. The holders of Series F Super Preferred Stock shall vote together with the shares of Common Stock as one class.

Each share of Series G Convertible Preferred share converts into 2,177 shares of common stock (equivalent to converting the related equity dollars into common shares at $0.30 per share). Series G Convertible Preferred shares do not have voting rights.

11.

Stockholders’ Equity

Common Stock

In August 2021, the Company issued 87,500 shares of common stock related to the acquisition of Pacific Stem.

In September 2021, the Company repurchased 329,478 shares of common stock from a Company employee for a total fair value of $14,827.

In September 2021, the Company issued 2,000,000 shares of common stock to board members for a total fair value of $560,000.

In October 2021, the Company issued 125,000 shares of common stock related to the acquisition of IHG.

Dalrada Financial Corp 2020 Stock Compensation Plan

On May 10, 2021, the Company granted 1,000,000 options to purchase common stock to its Chief Financial Officer with an exercise price of $0.47 per share. The options expire in ten 10 years after issuance. The fair value of the options granted was $0.43 per share, or $430,027 which was calculated using the Black-Scholes model. During the three months ended September 30, 2021 and 2020, stock-based compensation expense was $232,458 and $0, respectively.

2119

~~10.~~

~~Common Stock~~

Effective December 6, 2019, the Company acquired 100% of the interests of Likido. In consideration for the acquisition, the Company issued 6,118,000 shares of its common stock at $0.0448 per share, or a total fair value of $274,086.

On January 6, 2020 the Company issued Fawad Nisar, the Chief Operating Officer, Three 3,000,000 shares of common stock at $0.576 per share, or a total fair value of $172,800, pursuant to his employment agreement.

On March 23, 2020, the Company acquired all of the issued and outstanding common shares, including business plans and access to contacts of Shark. In consideration for the acquisition, the Company issued 3,000,000 shares of its common stock at $0.0310 per share, or a total fair value of $93,000.

In June 2020, the Company converted a promissory note dated December 31, 2018 of $40,052 principal and interest owed TIPP Investments LLC at $0.01 per share, or 3,965,614 shares of common stock. Non-cash interest expense recorded as a result of the conversion was $155,055.

~~In June 2020, the Company issued 500,000 shares of common stock to a consultant pursuant to a consulting agreement at $0.045 per share, or a total fair value of $22,500.~~

~~On May 7, 2019, the Company issued 1,000,000 common shares to a direct relative of the Chief Executive Officer for reimbursement of expenses at $0.039 per share, or a total fair value of $38,585.~~

~~As of September 30 and June 30, 2020, the Company had 68,464,742 common shares issued and outstanding.~~

On September 10, 2020 the Board authorized the Dalrada Financial Corp 2020 stock compensation plan to be used to compensate the company board of directors. The plan allocates the issuance of up to 3,500,000 shares. To date, no stock awards have been granted.

~~11.~~12.

Segment Reporting

Upon the Company’s acquisitions in the year ended June 30, 2020 and 2021, the Company manages its business and makes its decisions based on segments. The Company classifies its operations into ~~four~~5 5 segments: Engineering, Health, Information Technology, Education, and Corporate. The Company evaluates the performance of its segments primarily based on revenues, operating income (loss) and net income (loss). Also included below is a breakout by segment for Inventory, PPE, Goodwill, and Total Assets.

Segment information for the three months ended September 30, 2021 and 2020 is as follows:

Schedule of segment information
	Three Months Ended September 30, 2021
	Engineering			Health		Information Technology			Education			Corporate			Inter-Segment Eliminations			Consolidated
Revenues	$	15,417		$	3,842,240	$	704,543		$	279,478		$	69,270		$	(308,595	)	$	4,602,353
Income (loss) from operations		(132,800	)		2,283,711		(140,833	)		(42,780	)		(2,397,761	)		(481,393	)		(911,855	)
Net income (loss)	$	(146,113	)	$	2,271,458	$	(142,313	)	$	(42,780	)	$	(2,491,920	)	$	(425,005	)	$	(976,673	)

	Three Months Ended September 30, 2020
	Engineering		Health			Information Technology		Education		Corporate			Inter-Segment Eliminations			Consolidated
Revenues	$	587,409	$	72,450		$	475,807	$	0	$	0		$	(376,273	)	$	759,393
Loss from operations		246,575		(121,086	)		79,224		0		(840,607	)		(168,504	)		(804,398	)
Net loss	$	215,331	$	(121,086	)	$	82,906	$	0	$	(728,013	)	$	(358,479	)	$	(909,341	)

Geographic Information

Three Months Ended September 30, 2020
Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated
Revenues $ 587,409 $ 72,450 $ 475,807 $ – $ (376,273 ) $ 759,393
Loss from operations 246,575 (121,086 ) 79,224 (840,607 ) (168,504 ) (804,398 )
Net loss $ 215,331 $ (121,086 ) $ 82,906 $ (728,013 ) $ (358,479 ) $ (909,341 )

The following table presents revenue by country:

Schedule of revenue by country
	Three Months Ended
	September 30.
	2021		2020
United States	$	4,135,954	$	150,317
Europe		11,807		242,000
India		454,592		367,076
	$	4,602,353	$	759,393

The following table presents inventories by country:

Schedule of inventories by country
	September 30,		June 30,
	2021		2021
United States	$	478,371	$	335,037
Europe		634,424		507,072
	$	1,112,795	$	842,108

2220

~~Geographic Information~~

~~The following table presents revenue by country:~~

Three Months Ended
September 30,
2020 2019
United States $ 150,182 $ 17,317
Europe 242,000 –
India 367,076 –
$ 759,393 $ 17,317

~~The following table presents inventories by country:~~

September 30, June 30,
2020 2020
United States $ 399,192 $ 409,044
Europe 292,312 241,378
India – –
$ 691,504 $ 650,422

The following table presents property and equipment, net, by country:

Schedule of property and equipment by country
	September 30,		June 30,
	2021		2021
United States	$	445,676	$	221,308
Europe		241,989		256,888
India		12,761		11,705
	$	700,426	$	489,902

September 30, June 30,
2020 2020
United States $ 61,579 $ 39,507
Europe 236,384 191,508
India – 9,493
$ 297,963 $ 240,508

~~12.~~13.

Commitments and Contingencies

Lease Commitments

The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components ~~are~~is recognized when the obligation is probable.

Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company's leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

The lease term for all of the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company's leases as the reasonably certain threshold is not met.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.

Variable lease payments not dependent on a rate or index associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company's income statement in the same line item as expense arising from fixed lease payments. As of and during the three months ended September ~~30, 2020,~~3, 2021, management determined that there were no variable lease costs.

Right of Use Asset

In May 2020, the Company entered into a 5 five-year lease agreement to lease a commercial building in Escondido, California. The building is owned by a related party. The Company recognized a right of use asset and liability of ~~$822,389~~ $822,389 and used an effective borrowing rate of ~~3.0%~~3.0% within the calculation. Imputed interest is ~~$53,399.~~$53,399. The lease agreements mature in April 2025. Total amounts expensed under the lease ~~during the three months ended~~through September 30, ~~2020~~2021 and the years ended June 30, 2021 were ~~$44,332~~$534,562 and $343,205 respectively, for which $373,932 is included in accounts payable and accrued liabilities – related parties.

In May 2020, the Company entered into 3 three-year lease agreement to lease a warehouse in Brownsville, Texas. The Company recognized a right of use asset and liability of ~~$177,124~~$177,124 and used an effective borrowing rate of ~~3.0%~~3.0% within the calculation. Imputed interest is ~~$8,399.~~$8,399. The lease agreements mature in April 2025.

The Company’s Prakat subsidiary entered into a lease agreement to lease office space through September 2026. The Company recognized a right of use asset and liability of ~~$140,874~~$140,874 and used an effective borrowing rate of ~~9.2%~~9.2% within the calculation. ~~Imputed interest is $86,591.~~

In August 2020, the Company’s Likido subsidiary entered in a new operating agreement for warehouse space. The lease matures in July 2021.

In June 2017, the Company’s IHG subsidiary entered into a lease for 3 separate office suites in San Diego, California. The ~~following are the expected~~ lease ~~payments as of September 30, 2020, including the total amount of imputed interested related:~~expires in January 2022.

Fiscal Year Ended June 30,
2021 $ 198,576
2022 267,113
2023 259,215
2024 207,901
2025 194,616
Thereafter 42,237
1,169,658
Less: imputed interest (116,979 )
Total $ 1,052,679

In May 2021, the Company’s PSC subsidiary entered into a three 3 year and 6-month lease agreement to lease a medical office space in Poway, California. The Company recognized a right of use asset and liability of $277,856 and used an effective borrowing rate of 3.0% within the calculation.

~~13.~~14.

Subsequent Events

On or about October 1, 2020, Dalrada Precision signed a manufacturing license agreement with a company based in Ormond Beach, Florida. The agreement provides Dalrada a non-exclusive perpetual irrevocable license to manufacture, use and sell a series of low-carbon highly efficient electrical power generators. The rights granted to Dalrada include all appropriate rights and licenses under the manufacturer’s applicable patents, copyrights, and other intellectual property rights to have the product manufactured and to use, market, promote, lease, sell and otherwise distribute the product, including white labeling of the products. In exchange for the above rights, Dalrada paid a one-time license fee and will pay to manufacturer a royalty fee on product sales. Dalrada is currently working with the manufacturer to procure the designs and materials to assemble and build the machines.

Management has evaluated all other subsequent events through November 16, 2020, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

On October 28, 2021, 250,000 shares were issued to Vivera pursuant to the Pala agreement.

In November 2021, Pala Diagnostics signed a Factoring Agreement for up to $1,000,000 with a related party which bears an annualized interest rate of 24%.

2522

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern. We incurred a net loss of ~~$859,341~~$603,173 during the three months ended September 30, ~~2020.~~2021. We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements since our current cash assets are exhausted and we have generated no revenues to date to sustain our operations. We will continue to rely on related parties to fund our ~~operations.~~operations, which may dilute existing share value. We will need to seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

In addition to our current deficit, we expect to incur additional losses during the foreseeable future. Until we are able to successfully execute our business plan. Consequently, we will require substantial additional capital to continue our development and marketing activities. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2021 and 2020

The following table sets forth the results of our operations for the three months ended September 30, ~~2020~~2021 and ~~2019~~.2020:

	September 30,			June 30,			September 30,
	2020			2020			2021			2020
Revenues	$	759,393		$	17,317		$	4,602,353		$	759,393
Cost of revenues		233,428			6,611			1,204,335			233,428
Gross profit (loss)		525,965			10,706
Gross profit								3,398,018			525,965
Operating expenses		1,330,363			420,850			4,309,873			1,330,363
Loss from operations		(804,398	)		(410,144	)		(911,855	)		(804,398	)
Other income (expenses)		(104,943	)		(210,587	)		(64,818	)		(104,943	)
Net income (loss)	$	(909,341	)	$	(620,731	)
Net loss							$	(976,673	)	$	(909,341	)

Revenues and Cost of Revenues

During the three months ended September 30, ~~2020,~~2021, the Company recorded revenues of ~~$759,393, including $367,076 attributed~~$4,602,353 as attributable to Prakat, $242,000 attributed to Likido, $54,037 to precision parts (Dalrada Precision), $72,450 to GlanHealth’s (Dalrada Health) sanitizing products & services, and $23,694 to Shark’s services & products. Related party revenue was $66,033. Total cost of revenues was $233,428, resulting in a gross profit of $525,965.each entity below:

	Three Months Ended
	September 30,
	2021		2020
Pala Diagnostics	$	3,787,239	$	–
Prakat		454,592		367,076
IHG		279,478		–
Health		53,936		72,450
Likido		11,807		242,000
Precision		3,610		54,172
Other		11,690		23,694
	$	4,602,353	$	759,393

During the three months ended September 30, 2019, the Company recorded revenues of $17,317 as a result of manufactured components sold to a manufacturer of deep-ultraviolet light sources which included total cost of sales of $6,611 resulting in a gross profit of $10,706. This is due to the fact that we have higher overhead costs which resulted in the gross loss.

Operating Expenses

Operating expenses for the three months ended September 30, ~~2020~~2021 was ~~$1,330,363~~$4,309,873 compared to operating expenses of ~~$420,850~~$1,330,363 during the ~~year~~three months ended September 30, ~~2019.~~2020. The increase in operating expenses was ~~due to an increase in~~a result of corporate expansion, stock-based compensation, increased operating activity across the ~~operating activity~~various subsidiaries and the Pala joint venture as most of fiscal ~~2019~~2020 was spent on development of the Company’s proposed business ~~operations whereas fiscal 2020 focused on~~operations. During the ~~implementation~~three months ended September 30, 2021, the Company recorded stock compensation expense of ~~the business operations.~~$677,507. The increase was ~~also partially attributable~~a result of options issued to the ~~Likido acquisition in December 2019~~CFO and ~~Prakat acquisition in January 2020.~~shares issued to the Board of Directors.

Other Income (Expense)

~~During the three months ended September 30, 2020 and 2019, the Company recognized $113,930 and $194,446, respectively,~~Other income (expense) consists of penalties and interest within interest expense on the consolidated statements of operations.

Net Income (Loss)

Net loss for the three months ended September 30, ~~2020~~2021 was ~~$909,341~~$976,673 compared to ~~$620,731 during~~net loss of $909,341 for the three months ended September 30, ~~2019.~~2020.

Liquidity and Capital Resources

As of September 30, ~~2020,~~2021, the Company had ~~a working capital deficit of $16,733,210 and~~ an accumulated deficit of ~~$108,343,963.~~$109,604,016. The Company has few revenues and significant losses. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Cash presently on hand is immaterial. We anticipate needing over $1,000,000 ~~over~~during the next twelve months to fund operations, ~~for~~expand our subsidiaries and continue the ~~production of our VIA kits, development~~commercialization of our Likido heating & cooling ~~units, and the manufacturing of our extraction machine.~~units. Management is planning to support operations by raising capital, and by accelerating sales & marketing efforts ~~to take pre-orders of our extraction machines (resulting in down-payments), the sales~~ of high-margin heating & cooling units, precision parts, our Glanhealth products and ~~healthcare VIA kits.~~COVID-19 testing through Pala Diagnostics. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to obtain the necessary debt or equity financing, and generate profitable operations from the Company’s planned future operations. We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities and there are no plans to induce conversion of existing debt. There are no assurances that our plans will be successful. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Our audit firm included an explanatory paragraph in their report regarding substantial doubt about our Company’s ability to continue as a going concern.

Working Capital

As of September 30, ~~2020,~~2021, the Company had current assets of ~~$1,373,327~~$5,887,946 and current liabilities of ~~$18,106,537~~$5,459,903 compared with current assets of ~~$1,251,537~~$1,640,511 and current liabilities of ~~$17,029,243~~$17,175,111 at June 30, ~~2020.~~2021. The increase in the working capital ~~deficit~~ was ~~mainly due to the increase in related party notes payable.~~primarily a result of Pala Diagnostics commercial insurance and government billing for COVID-19 testing services.

Cash Flows

September 30, June 30,
2020 2020
Net cash used in operating activities $ (393,313 ) $ (273,812 )
Net cash provided by (used in) investing activities (68,099 ) (2,278 )
Net cash provided by financing activities 511,532 287,821
Net increase (decrease) in cash during the year $ 50,120 $ 11,731

	Three Months Ended
	September 30,
	2021			2020
Net cash used in operating activities	$	(3,212,720	)	$	(393,313	)
Net cash used in investing activities		(217,871	)		(68,099	)
Net cash provided by financing activities		3,373,297			511,532
Net change in cash during the period, before effects of foreign currency	$	(57,294	)	$	50,120

Cash flow from Operating Activities

During the three months ended September 30, ~~2020,~~2021, the Company used ~~393,313~~$3,212,720 of cash for operating activities compared to ~~$273,812~~$393,313 used during the three months ended September 30, ~~2019.~~2020. The increase in the use of cash for operating activities was primarily due to the net loss due to an overall increase in operations as the Company incurred more day-to-day operating ~~costs.~~costs and stock-based compensation.

Cash flow from Investing Activities

During the three months ended September 30, ~~2020,~~2021, the Company ~~purchased equipment~~used $217,871 of cash for ~~$68,099. During~~investing activities compared to $68,099 used during the three months ended September 30, ~~2019,~~2020. The increase in the ~~Company purchased~~use of cash for investing activities was primarily due to the purchase of equipment ~~for $2,278.~~used in the COVID-19 testing operations.

Cash flow from Financing Activities

During the three months ended September 30, ~~2020,~~2021, the Company received $3,373,297 in cash from financing activities compared to $511,532 during the three months ended September 30, 2020. The Company received proceeds of ~~$511,532~~$3,399,035 from the issuance of related party notes payable compared to ~~$287,821~~$511,532 received ~~from notes payable~~ during the three months ended September 30, ~~2019.~~2020. The Company also repaid $10,911 on the notes payable and repurchased $14,827 of common shares during the three months ended September 30, 2021.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Subsequent Events~~

Through the sales, marketing, and operations of the GlanHealth product line, we have identified potential opportunities of Personal Protection Equipment (PPE) products to potentially expand our offerings to healthcare and other related industries, which may produce immediate and significant results to Dalrada. We are working to solidify the deals, contracts, and stakeholder agreements and will provide timely and appropriate updates to our shareholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note (1) of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Subsequent Events

Management has evaluated all other subsequent events through November 18, 2021, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

Recently Issued Accounting Pronouncements

~~In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “~~~~Leases~~”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The company adopted this standard in fiscal year 2020 with a material impact on the Company’s condensed consolidated financial statements due to lease agreement discussed in footnote 7. The lease commenced May 1, 2020.

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. The control weaknesses mentioned below were first identified during the ~~year~~three months ended September 30,^th ~~2020.~~ 2021.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 COSO Framework").

A material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management concluded we have a material weakness due to the following:

Accounting and Financial Reporting Policies and Procedures

The Company does not currently have a comprehensive and formalized accounting and financial reporting policies and procedures manual, nor do they have sufficient informal practices in place to efficiently and effectively complete a majority of the aspects of financial reporting, including performing reconciliations and preparing adequate and complete schedules. Management Plans to establish comprehensive financial reporting policies which include performing reconciliations and preparing adequate and complete schedules during fiscal year ~~2020.~~2022.

Tracking of Contracts and Agreements

The Company should keep a master file in a centralized location of all executed contracts and agreements that the Company has entered into. In addition, the Company should document any significant transaction in an agreement. Centralizing master documents and putting them with a responsible party that is authorized to see all master documents should increase management’s ability to quickly track down important documents in the course of business and during financial reporting periods. Management plans to keep a master file in a centralized location of all executed contracts and agreements that the Company has entered into beginning fiscal year ~~2020.~~

~~Identification and Disclosure of Related Party Transactions~~

The Company does not have a formal process for identification of related parties. The Company should prepare and maintain a listing of related parties, which should be used a reference when processing transactions. The Company is currently dependent on capital from these related parties for whom make payments directly to company vendors. These procedures have resulted in the Company missing or being unaware of payments. On a go forward basis, the related party should advance the funds to the Company who in turn should make all vendor payments. This would reduce the risk of omitting the accounting for and disclosures of transactions that are paid for by related parties on the Company’s behalf. Management plans to prepare and maintain a listing of related parties, which will be used a reference when processing transactions beginning fiscal year 2020.2021.

~~Account Reconciliations~~

All necessary monthly account reconciliations are not prepared and reviewed by management. The Company should make a listing of all reconciliations that need preparing at each period’s end along, with the manager who will review such reconciliations. Management plans to review all monthly account reconciliations during fiscal year 2020.

Evidence and Retention of Financial Data Review

The Company should document and retain all management reviews related to financial data. This includes reviews of reconciliations, accounts receivable, accounts payable, financial reports, budgets, etc. Management review procedures related to financial data should also be included in the accounting policies and procedures manual. Management plans to retain reviews of reconciliations, accounts receivable, accounts payable, financial reports, budgets, etc. during fiscal year ~~2020.~~

~~Accruing Liabilities and Cut-off Procedures for Accounts Payable~~

The Company currently does not have procedures in place to properly cut-off accounts payable and the accrual of un-invoiced liabilities. When services are performed that relate to a particular reporting period, the expenses related to those services should be properly accrued. Management plans to establishing proper cut-off procedures and will list all monthly accruals to more accurately track such liabilities during fiscal year 2020.

~~Based on this evaluation and because of the material weaknesses, management has concluded that our internal control over financial reporting was not effective as of September 30, 2020.~~2022.

3227

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None noted

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None noted

ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer ~~and~~Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer ~~and~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~101.INS~~101.INS*	Inline XBRL Instance Document
~~101.SCH~~101.SCH*	Inline XBRL ~~Taxonomy Extension~~ Schema Document
~~101.CAL~~101.CAL*	Inline XBRL ~~Taxonomy Extension~~ Calculation Linkbase Document
~~101.LAB~~101.DEF*	Inline XBRL ~~Taxonomy Extension~~Definition Linkbase Document
101.LAB*	Inline XBRL Label Linkbase Document
~~101.PRE~~101.PRE*	Inline XBRL ~~Taxonomy Extension~~ Presentation Linkbase Document
~~101.DEF~~104	Cover Page Interactive Data File (embedded within the Inline XBRL ~~Taxonomy Extension Definition Linkbase~~document)

3328

SIGNATURES

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

	Dalrada Financial Corporation

	By: ~~/s/~~/s/ Brian Bonar
Date: November ~~17, 2020~~18, 2021	Brian Bonar
	Chief Executive Officer

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brian Bonar	Chief Executive Officer	November ~~17, 2020~~18, 2021
Brian Bonar	and Director

129

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3026
Item 4. Controls and Procedures	3026

PART II – OTHER INFORMATION	3328
Item 1. Legal Proceedings	3328
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Securities	3328
Item 3. Defaults Upon Senior Securities	3328
Item 4. Mine Safety Disclosures	3328
Item 5. Other Information	3328
Item 6. Exhibits	3328
SIGNATURES	3429

Cash and cash equivalents	$	917
Research and development		92,083
Purchase price consideration	$	93,000

Fiscal Year Ended June 30,
2021	$	198,576
2022		267,113
2023		259,215
2024		207,901
2025		194,616
Thereafter		42,237
		1,169,658
Less: imputed interest		(116,979	)
Total	$	1,052,679