Form 10-Q - Quarterly report [Sections 13 or 15(d)]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

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

For the transition period from ______________ to ______________

Commission File Number: 000-55299

NASCENT BIOTECH INC

(Exact Name of Registrant as Specified in Its Charter)

Nevada		46-5001940
(State of Incorporation)		(IRS Employer Identification No.)

631 US Hwy 1, Suite 407, North Palm Beach, FL		32408
(Address of Principal Executive Offices)		(Zip Code)

(612) 961-5656

(Registrant’s Telephone Number)

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

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

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

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

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

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

As of August 14, 2024 the Registrant had, 172,202,165 shares of common stock and no shares of Series A convertible preferred issued and outstanding.

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statement (Unaudited)	3

	Unaudited Consolidated Balance Sheets as of June 30, 2024, and audited March 31, 2024	3

	Unaudited Consolidated Statements of Operations for the Three Months Ended June 30, 2024 and 2023	4

	Unaudited Consolidated Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2024 and 2023	5

	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2024 and 2023	6

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	15

Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity and Use of Proceeds	16

Item 3.	Default upon Senior Securities	16

Item 4.	Mine Safety Information	16

Item 5.	Other Information	16

Item 6.	Exhibits	17

SIGNATURES		18

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PART I – FINANCIAL INFORMATION

ITEM: 1 FINANCIAL STATEMENT

NASCENT BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2024			March 31, 2024
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	47,391		$	372,120
Prepaid		180,000			180,000
Total current assets		227,391			552,120

Total assets	$	227,391		$	552,120

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	682,931		$	686,294
Convertible note- net of discount		59,000			122,500
Total current liabilities		741,931			808,794

Total liabilities		741,931			808,794

Commitments and contingencies		-			-

Stockholders’ deficit:
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively		-			-
Common stock, $0.001 par value; 500,000,000 authorized, 172,202,165 and 170,594,165 issued and outstanding, respectively		172,202			170,594
Additional paid-in capital		23,951,105			23,833,189
Accumulated deficit		(24,637,847	)		(24,260,457	)
Total stockholders’ deficit		(514,540	)		(256,674	)
Total liabilities and stockholders’ deficit	$	227,391		$	552,120

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

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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,
	2024			2023
Operating expenses:
Consulting	$	138,920		$	229,362
General and administrative expense		106,084			87,750
Clinical trials		1,032			32,444
Manufacturing and filling		114,626			136,507
Research and development		15,000			25,910
Loss from operations		(375,662	)		(511,973	)

Other income (expense):
Interest income		224			21
Change in fair value of derivative		-			159,444
Gain on debt settlement		-			50,000
Interest expense		(1,952	)		(237,716	)
Total other income (expense)		(1,728	)		(28,250	)

Net loss	$	(377,390	)	$	(540,224	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of shares outstanding, basic and diluted		170,657,418			139,952,376

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

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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance at March 31, 2023		131,764,348	$	131,764	$	20,194,874	$	(21,622,775	)	$	(1,296,137	)
Common stock issued to related parties		2,235,250		2,235		109,527		-			111,762
Common stock issued for convertible debt		9,537,180		9,537		358,259		-			367,796
Common stock issued for service		100,000		100		5,500		-			5,600
Change in derivative at conversion				-		191,258		-			191,258
Option discount		--		-		4,911		-			4,911

Net loss		--		-		-		(540,224	)		(540,224	)

Balance at June 30,2023		143,636,778	$	143,636	$	20,864,329	$	(22,162,999	)	$	(1,115,034	)

Balance at March 31, 2024		170,594,165	$	170,594	$	23,833,189	$	(24,260,457	)	$	(256,674	)
Common stock issued to related parties		338,000		338		30,582		-			30,920
Common stock issued for convertible debt		1,270,000		1,270		62,230		-			63,500
Option discount		--		-		25,104		-			25,104

Net loss				-		-		(377,390	)		(377,390	)

Balance at June 30, 2024		172,202,165	$	172,202	$	23,951,105	$	(24,637,847	)	$	(514,540	)

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

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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended June 30,
	2024			2023

Cash flows from operating activities:
Net loss	$	(377,390	)	$	(540,224	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related parties		30,920			111,762
Stock-based compensation		-			5,600
(Gain) loss in fair value of derivative liability		-			(159,444	)
Debt discount amortization		-			232,381
Gain on debt settlement		-			(50,000	)
Stock option expense		25,104			4,911
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(3,363	)		218,934
Prepaid		-			13,374
Net cash provided by (used in) operating activities		(324,729	)		(162,706	)

Net increase (decrease) in cash		(324,729	)		(162,706	)
Cash -beginning of year		372,120			172,186
Cash -end of period	$	47,391		$	9,480

SUPPLEMENT DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-Cash Transactions
Common stock issued for debt conversion	$	63,500		$	358,259
Retirement of derivative at conversion of debt	$	-		$	191,258

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

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NASCENT BIOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

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

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. On March 15, 2021, the Company opened phase1 clinical trials. As of June 30, 2024 the Company had completed the phase 1 clinical trials and was cleared by the FDA to begin phase 2 clinical trials.

NOTE 2- BASIS OF PRESENTATION

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

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2024. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Basis of Presentation

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

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

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Revenue recognition

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

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

1. Identify the contract(s) with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to the performance obligations in the contract.

5. Recognize revenue when (or as) the entity satisfied the performance obligations.

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

The Company has no source of revenue and is in the development stage.

Derivative debt

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

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

As of June 30, 2024, the Company’s debt was convertible at a fixed amount, thus the calculation of derivative liability does not apply.

NOTE 3 - GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit of $514,540 and has incurred losses from operations during the quarter ending June 30, 2024, of $377,390. The Company has no revenue to cover its operating costs, and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company’s ability to continue as a going concern. The Company engages in research and development activities that must be satisfied in cash secured through outside funding. The Company may offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 4 – RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of June 30, 2024:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		14,904,669		15,933,579
Chief Financial Officer		617,346		7,684,673		8,302,019
Total		1,646,256		22,589,342		24,235,598

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

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	252,000
Chief Financial Officer	$	180,000
Total	$	430,000

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

During the three months ended June 30, 2024, two officers and a director were issued 338,000 shares of common stock with a value of $30,920 for service.

NOTE 5 – EQUITY

Common

On July 9, 2020, the Company increased its authorized shares to 550,000,000 consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock all at the par value of $0.001.

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

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

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

During the three months ended June 30, 2024, the Company issued 1,270,000 shares of common stock with the value of $63,500 for the conversion of convertible debt.

During the three months period ended June 30, 2024, the Company issued 338,000 shares of common stock with a value of $30,920 to officers and a director for service.

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NOTE 6– OPTIONS

As of June 30, 2024, the Company recognized $25,104 in option expense leaving a balance of /recognized option expense of $37,569.

The following sets forth the options granted and outstanding during the three months ended June 30, 2024:

						Weighted
				Weighted		Average
				Average		Remaining		Number of
				Exercise		Contract		Options		Intrinsic
	Options			Price		Life		Exercisable		Value
Outstanding at March 31, 2024		930,000		$	0.34		2.81		930,000	$	-
Granted		500,000			0.10		-		--		-
Exercised/Forfeited		(30,000	)		--		--		--		-
Outstanding at June 30, 2024		1,400,000		$	0.28		5.23		1,030,000	$	-

The weighted average remaining life and intrinsic value of the options as of June 30, 2024, was 5.23 years and zero, respectively.

NOTE 7 – WARRANTS

On August 31, 2022, the Company issued 750,000 warrants as part of a convertible note issued the same date. The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.41 per share, conversion price of $0.60 per share, volatility of 137% and discount of 3.50%. The fair value of the warrants was calculated to be $ 188,760 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds that were allocated to the warrants of $9,902 is accounted for as paid in capital.

On September 2, 2022, the Company issued 250,000 warrants as part of a convertible note issued the same date. The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.345 per share, conversion price of $0.60 per share, volatility of 137% and discount of 3.47%. The fair value of the warrants was calculated to be $50,273 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds were allocated to the warrants of $2,484 is accounted for as paid in capital.

The 1,000,000 warrants outstanding contain an anti-dilution clause which become effective if any instrument is issued after the warrant issuance is converted into common stock at a price lower than the warrant conversion price. During the year ended March 31, 2023, the valuation resulted in a deemed dividend from the down round calculation of $550,000 with a recalculated conversion price change to $0.05 per share

On January 30, 2024, the Company issued 250,000 warrants as part of purchase, for cash, of 1,000,000 shares of common stock. The warrant expires on January 29, 2027. The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.11 per share, conversion price of $0.60 per share, volatility of 158% and discount of 5.20%. The fair value of the warrants was calculated to be $18,280.

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The weighted average remaining life and intrinsic value of the warrants as of June 30, 2024, was:

			Weighted		Weighted
			Average		Average
			Exercise		Remaining		Intrinsic
	Warrants		Price		Contract Life		Value

Outstanding as of March 31, 2024		1,250,000	$	0.16		0.95	$	134,500
Granted		-		-		--		-
Exercised		-		-		--		-
Expired		--		-		--		-
Outstanding as of June 30, 2024		1,250,000	$	0.16		0.70	$	38,900

As of June 30, 2024, there were 1,250,000 warrants outstanding.

NOTE 8 - CONVERTIBLE DEBT

On December 1, 2023, the Company issued an amended convertible debenture to an unrelated third party under the agreement dated September 2, 2022 (noted in the paragraph above), totaling $250,000. The debenture had an original discount of 10% with no accrued interest and matures on May 30, 2024. The note is convertible into common stock of the Company at the rate of $0.10 per share. On December 6, 2023, the note holder converted $125,000 of the note into 1,250,000 shares of common stock of the Company. As of March 31, 2024, the outstanding balance of the note was $125,000.

On May 30, 2024, the Note was extended to August 31, 2024, with an interest rate of 10% per annum and the conversion rate for an initial conversion was amended to $0.05 per share. On June 26, 2024, the Company issued 1,270,000 shares of common stock for the conversion of $63,500 of convertible debt. The balance of the note as of June 30, 2024, was $59,000, net of discount, plus interest.

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.

Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

As June 30, 2024, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values, due to the nature or duration of these instruments.

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NOTE 10 –COMMITMENTS AND CONTINGENCIES

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

1. $100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product.

2. $225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product

3. $225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.

4. Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000.

5. A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

As of June 30, 2024, the outstanding balance was $50,000.

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

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events to determine events occurring after June 30, 2024, through the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

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

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

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

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

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

Overview

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

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

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

Table of Contents

Results of Operations

The Company recorded zero of revenue during the three-month periods ended June 30, 2024, and 2023, respectively.

General and administrative expenses for the three-month periods ended June 30, 2024, was $106,084 compared to $87,850 for the period ended June 30, 2023. Consulting expense for the three months periods ending June 30, 2024, was $138,920 compared to $229,362 for the same period in 2023. This decrease in expenses for the three months ended June 30, 2024, over the same period in 2023 was due primarily to decreased consulting fee of $90,442 from the pricing of the shares issued to management for maintaining the percentage of ownership per their agreements, plus lower product filling cost of $114,626 for the three months period ended June 30, 2024, verses $136,507 in the same period in 2023.

Research and development expenses for the three-month periods ended June 30, 2024, was $15,000 compared to $25,910 in the same period in 2023. Clinical trials costs were $1,032 for the three months ended June 30, 2024, with $32,444 in the same period in 2023. Phase 1 clinical trials ended during the period ended in April 2023 meaning further costs were minimal until we start the phase 2 clinical trials.

Total other expense incurred in the three-month periods ended June 30, 2024, was $1,728, compared to other expense of $28,250 in the same period in 2023. Other expense in 2023 consisted of interest expense of $1,952 and interest income of $224. Other expenses in the three months period ended June 30, 2023, consisted of change in fair value of $159,444, gain on debt settlement of $50,000, interest expense of $237,716 and interest income of $21.

For the three-month periods ended June 30, 2024, our net loss was $377,390 compared to a net loss of $540,224 for the same periods in 2023. The difference between the periods was due primarily to a net positive change in fair value in the three months period ended June 30, 2024, of $159,444, lower interest expense of $235,764, offset by a gain on debt settlement of $50,000 in the same period in 2023.

Liquidity and Capital Resources

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

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

As of June 30, 2024, the Company had negative working capital of $514,540. Current assets consist of cash of $47,391 and prepaid of $180,000 with current liabilities $741,931 consisting of accounts payable and accrued expense of $682,931 and convertible notes, net of discount of $59,000.

Net cash used in operating activities in the three months period ended June 30, 2024, was $324,729 compared to net cash used of $162,706 in the same period in 2023. The variance between the same periods in 2024 and 2023 relates mainly to a lower loss, offset by the gain in fair value, debt discount and gain on debt settlement in the same period in 2023.

As of June 30, 2024, the Company had total assets of $227,391 and total liabilities of $741,931. Stockholders’ deficit as of June 30, 2024, was $514,540. This compares to a stockholders’ deficit of $256,674 as of March 31, 2024. Liabilities decreased in 2024 mainly as a function of lower convertible notes, net of discount and no derivative liability.

NEED FOR ADDITIONAL FINANCING:

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

Table of Contents

Our current capital needs are estimated to be approximately $15 million. This will take us through Phase II clinical trials which is scheduled to begin in late 2024.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third-party obligations as of June 30, 2024

Inflation

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

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of June 30, 2024, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2024. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we can remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 1A: RISK FACTORS

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

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

During the three months ended June 30, 2024, the Company issued 1,270,000 shares of common stock with the value of $63,500 for the conversion of convertible debt.

During the three months period ended June 30, 2024, the Company issued 338,000 shares of common stock with a value of $30,920 to officers and a director for service.

ITEM 3: DEFAULT ON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION

None.

Table of Contents

ITEM 6: EXHIBITS

Exhibit No.		Description

31		Certification of Principal Executive Officer and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Principal Executive Officer and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURE

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

	NASCENT BIOTECH, INC.

Dated: August 14, 2024	By:	/s/ Sean Carrick
		Sean Carrick
		Principal Executive Officer

nullnullnullnull

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Entity Registrant Name	NASCENT BIOTECH INC
Entity Central Index Key	0001622057
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		172,202,165
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55299
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	46-5001940
Entity Address Address Line 1	631 US Hwy 1, Suite 407
Entity Address Address Line 2	Suite 407
Entity Address City Or Town	North Palm Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32408
City Area Code	612
Local Phone Number	961-5656
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Current assets:
Cash	$ 47,391	$ 372,120
Prepaid	180,000	180,000
Total current assets	227,391	552,120
Total assets	227,391	552,120
Current liabilities:
Accounts payable and accrued liabilities	682,931	686,294
Convertible note- net of discount	59,000	122,500
Total current liabilities	741,931	808,794
Total liabilities	741,931	808,794
Commitments and contingencies	0	0
Stockholders' deficit:
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively	0	0
Common stock, $0.001 par value; 500,000,000 authorized, 172,202,165 and 170,594,165 issued and outstanding, respectively	172,202	170,594
Additional paid-in capital	23,951,105	23,833,189
Accumulated deficit	(24,637,847)	(24,260,457)
Total stockholders' deficit	(514,540)	(256,674)
Total liabilities and stockholders' deficit	$ 227,391	$ 552,120

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Mar. 31, 2024
Stockholders deficit
Preferred stock shares par value	$ 0.001	$ 0.001
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	172,202,165	170,594,165
Common stock shares outstanding	172,202,165	170,594,165

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
Consulting	$ 138,920	$ 229,362
General and administrative expense	106,084	87,750
Clinical trials	1,032	32,444
Manufacturing and filling	114,626	136,507
Research and development	15,000	25,910
Loss from operations	(375,662)	(511,973)
Other income (expense):
Interest income	224	21
Change in fair value of derivative	0	159,444
Gain on debt settlement	0	50,000
Interest expense	(1,952)	(237,716)
Total other income (expense)	(1,728)	(28,250)
Net loss	$ (377,390)	$ (540,224)
Net loss per share, basic and diluted	$ (0.00)	$ (0.01)
Weighted average number of shares outstanding, basic and diluted	170,657,418	139,952,376

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Mar. 31, 2023		131,764,348
Balance, amount at Mar. 31, 2023	$ (1,296,137)	$ 131,764	$ 20,194,874	$ (21,622,775)
Common stock issued to related parties, shares		2,235,250
Common stock issued to related parties, amount	111,762	$ 2,235	109,527	0
Common stock issued for convertible debt, shares		9,537,180
Common stock issued for convertible debt, amount	367,796	$ 9,537	358,259	0
Common stock issued for service, shares		100,000
Common stock issued for service, amount	5,600	$ 100	5,500	0
Change in derivative at conversion	191,258	0	191,258	0
Option discount	4,911	0	4,911	0
Net loss	(540,224)	$ 0	0	(540,224)
Balance, shares at Jun. 30, 2023		143,636,778
Balance, amount at Jun. 30, 2023	(1,115,034)	$ 143,636	20,864,329	(22,162,999)
Balance, shares at Mar. 31, 2024		170,594,165
Balance, amount at Mar. 31, 2024	(256,674)	$ 170,594	23,833,189	(24,260,457)
Common stock issued to related parties, shares		338,000
Common stock issued to related parties, amount	30,920	$ 338	30,582	0
Common stock issued for convertible debt, shares		1,270,000
Common stock issued for convertible debt, amount	63,500	$ 1,270	62,230	0
Option discount	25,104	0	25,104	0
Net loss	(377,390)	$ 0	0	(377,390)
Balance, shares at Jun. 30, 2024		172,202,165
Balance, amount at Jun. 30, 2024	$ (514,540)	$ 172,202	$ 23,951,105	$ (24,637,847)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (377,390)	$ (540,224)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation - related parties	30,920	111,762
Stock-based compensation	0	5,600
(Gain) loss in fair value of derivative liability	0	(159,444)
Debt discount amortization	0	232,381
Gain on debt settlement	0	(50,000)
Stock option expense	25,104	4,911
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(3,363)	218,934
Prepaid	0	13,374
Net cash provided by (used in) operating activities	(324,729)	(162,706)
Net increase (decrease) in cash	(324,729)	(162,706)
Cash -beginning of year	372,120	172,186
Cash -end of period	47,391	9,480
SUPPLEMENT DISCLOSURES:
Interest paid	0	0
Income taxes paid	0	0
Non-Cash Transactions
Common stock issued for debt conversion	63,500	358,259
Retirement of derivative at conversion of debt	$ 0	$ 191,258

ORGANIZATION AND NATURE OF OPERATIONS

3 Months Ended

Jun. 30, 2024

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2024

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2- BASIS OF PRESENTATION

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

Basis of Presentation

Revenue recognition

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

1. Identify the contract(s) with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to the performance obligations in the contract.

5. Recognize revenue when (or as) the entity satisfied the performance obligations.

The Company has no source of revenue and is in the development stage.

Derivative debt

As of June 30, 2024, the Company’s debt was convertible at a fixed amount, thus the calculation of derivative liability does not apply.

GOING CONCERN

3 Months Ended

Jun. 30, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 - GOING CONCERN

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		14,904,669		15,933,579
Chief Financial Officer		617,346		7,684,673		8,302,019
Total		1,646,256		22,589,342		24,235,598

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	252,000
Chief Financial Officer	$	180,000
Total	$	430,000

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

During the three months ended June 30, 2024, two officers and a director were issued 338,000 shares of common stock with a value of $30,920 for service.

EQUITY

3 Months Ended

Jun. 30, 2024

EQUITY

EQUITY

NOTE 5 – EQUITY

Common

On July 9, 2020, the Company increased its authorized shares to 550,000,000 consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock all at the par value of $0.001.

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

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

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

During the three months ended June 30, 2024, the Company issued 1,270,000 shares of common stock with the value of $63,500 for the conversion of convertible debt.

During the three months period ended June 30, 2024, the Company issued 338,000 shares of common stock with a value of $30,920 to officers and a director for service.

OPTIONS

3 Months Ended

Jun. 30, 2024

OPTIONS

OPTIONS

NOTE 6– OPTIONS

As of June 30, 2024, the Company recognized $25,104 in option expense leaving a balance of /recognized option expense of $37,569.

The following sets forth the options granted and outstanding during the three months ended June 30, 2024:

						Weighted
				Weighted		Average
				Average		Remaining		Number of
				Exercise		Contract		Options		Intrinsic
	Options			Price		Life		Exercisable		Value
Outstanding at March 31, 2024		930,000		$	0.34		2.81		930,000	$	-
Granted		500,000			0.10		-		--		-
Exercised/Forfeited		(30,000	)		--		--		--		-
Outstanding at June 30, 2024		1,400,000		$	0.28		5.23		1,030,000	$	-

The weighted average remaining life and intrinsic value of the options as of June 30, 2024, was 5.23 years and zero, respectively.

WARRANTS

3 Months Ended

Jun. 30, 2024

WARRANTS

WARRANTS

NOTE 7 – WARRANTS

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2024, was:

			Weighted		Weighted
			Average		Average
			Exercise		Remaining		Intrinsic
	Warrants		Price		Contract Life		Value

Outstanding as of March 31, 2024		1,250,000	$	0.16		0.95	$	134,500
Granted		-		-		--		-
Exercised		-		-		--		-
Expired		--		-		--		-
Outstanding as of June 30, 2024		1,250,000	$	0.16		0.70	$	38,900

As of June 30, 2024, there were 1,250,000 warrants outstanding.

CONVERTIBLE DEBT

3 Months Ended

Jun. 30, 2024

CONVERTIBLE DEBT

CONVERTIBLE DEBT

NOTE 8 - CONVERTIBLE DEBT

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

3 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.

Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 –COMMITMENTS AND CONTINGENCIES

1. $100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product.

2. $225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product

3. $225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.

4. Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000.

5. A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

As of June 30, 2024, the outstanding balance was $50,000.

SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

BASIS OF PRESENTATION (Policies)	3 Months Ended
BASIS OF PRESENTATION (Policies)	Jun. 30, 2024
BASIS OF PRESENTATION
Basis of Presentation	The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. We have identified the conversion features of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and variable conversion prices based on market prices as defined in the respective agreements. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Revenue recognition	In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfied the performance obligations. The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts. The Company has no source of revenue and is in the development stage.
Derivative debt	In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51. With the elimination of the cash conversion and beneficial conversion feature models, more instruments will be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units. The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted at the beginning of an entity’s annual fiscal year, but no earlier than fiscal years beginning after December 15, 2020. As of June 30, 2024, the Company’s debt was convertible at a fixed amount, thus the calculation of derivative liability does not apply.

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

Schedule of shares earned by related party

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		14,904,669		15,933,579
Chief Financial Officer		617,346		7,684,673		8,302,019
Total		1,646,256		22,589,342		24,235,598

Schedule of future outstanding shares

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	252,000
Chief Financial Officer	$	180,000
Total	$	430,000

OPTIONS (Tables)

3 Months Ended

Jun. 30, 2024

OPTIONS

Schedule of Summary of stock options outstanding

						Weighted
				Weighted		Average
				Average		Remaining		Number of
				Exercise		Contract		Options		Intrinsic
	Options			Price		Life		Exercisable		Value
Outstanding at March 31, 2024		930,000		$	0.34		2.81		930,000	$	-
Granted		500,000			0.10		-		--		-
Exercised/Forfeited		(30,000	)		--		--		--		-
Outstanding at June 30, 2024		1,400,000		$	0.28		5.23		1,030,000	$	-

WARRANTS (Tables)

3 Months Ended

Jun. 30, 2024

WARRANTS

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

			Weighted		Weighted
			Average		Average
			Exercise		Remaining		Intrinsic
	Warrants		Price		Contract Life		Value

Outstanding as of March 31, 2024		1,250,000	$	0.16		0.95	$	134,500
Granted		-		-		--		-
Exercised		-		-		--		-
Expired		--		-		--		-
Outstanding as of June 30, 2024		1,250,000	$	0.16		0.70	$	38,900

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
GOING CONCERN
Net loss	$ (377,390)	$ (540,224)
Working capital deficit	$ (514,540)

RELATED PARTY TRANSACTIONS (Details)	3 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jun. 30, 2024 shares
Initial Share Awards Under the Contracts	1,646,256
Additional Shares Earned to Maintain Ownership Percentage	22,589,342
Total Shares Earned	24,235,598
President [Member]
Initial Share Awards Under the Contracts	1,028,910
Additional Shares Earned to Maintain Ownership Percentage	14,904,669
Total Shares Earned	15,933,579
Chief Financial Officer [Member]
Initial Share Awards Under the Contracts	617,346
Additional Shares Earned to Maintain Ownership Percentage	7,684,673
Total Shares Earned	8,302,019

RELATED PARTY TRANSACTIONS (Details 1)	3 Months Ended
RELATED PARTY TRANSACTIONS (Details 1)	Jun. 30, 2024 USD ($)
Fiscal Year Annualized Compensation Being Paid	$ 430,000
President [Member]
Fiscal Year Annualized Compensation Being Paid	252,000
Chief Financial Officer [Member]
Fiscal Year Annualized Compensation Being Paid	$ 180,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Common stock shares issued for services, amount		$ 5,600
September 1, 2020 [Member]
Officers and directors employment agreement terms, description	Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the two senior officers equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers are entitled to additional future shares, so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company
Two Officers And A Director
Common stock shares issued for services, shares	338,000	2,235,250
Common stock shares issued for services, amount	$ 30,920	$ 111,763
Three Officers and Director [Member] \| September 1, 2015 [Member]
Officers and directors employment agreement terms, description	Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company

EQUITY (Details Narrative) - USD ($)	3 Months Ended
EQUITY (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Jul. 09, 2020
Common stock shares issued for services, amount		$ 5,600
Common stock shares issued during period for conversion of debt and accrued interest, shares		9,537,180
Common stock shares issued during period for conversion of debt and accrued interest, amount		$ 367,796
Total number of authorized shares				550,000,000
Preferred stock shares authorized	50,000,000		50,000,000	50,000,000
Common stock shares authorized	500,000,000		500,000,000	500,000,000
Common stock shares par value	$ 0.001		$ 0.001	$ 0.001
Conversion of convertible debt [Member]
Common stock shares issued for services, shares	1,270,000
Common stock shares issued for services, amount	$ 63,500
Stock Issue For Services [Member]
Common stock shares issued for services, shares		100,000
Common stock shares issued for services, amount		$ 5,600
Two Officers And A Director
Common stock shares issued for services, shares	338,000	2,235,250
Common stock shares issued for services, amount	$ 30,920	$ 111,763

OPTIONS (Details)	3 Months Ended
OPTIONS (Details)	Jun. 30, 2024 USD ($) $ / shares shares
Options
Number of option exercisable, Beginning	930,000
Outstanding option, Granted	500,000
Outstanding option, Exercised/Forfeited	(30,000)
Number of option exercisable, Ending	1,400,000
Weighted average exercise price
Weighted average exercise price, Beginning \| $ / shares	$ 0.34
Weighted average exercise price granted \| $ / shares	0.10
Weighted average exercise price, Ending \| $ / shares	$ 0.28
Weighted Average Remaining Contract Life
Weighted Average Remaining Contract life, Beginning	2 years 9 months 21 days
Weighted Average Remaining Contract life, Ending	5 years 2 months 23 days
Number of option exercisable
Outstanding option, Beginning	930,000
Outstanding option, Ending	1,030,000
Intrinsic value
Intrinsic value, Beginning \| $	$ 0
Intrinsic value, Granted \| $	0
Intrinsic value, Exercised/Forfeited \| $	0
Intrinsic value, Ending \| $	$ 0

OPTIONS (Details Narrative) - USD ($)	3 Months Ended
OPTIONS (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
OPTIONS
Option expense	$ 25,104	$ 4,911
Recognized option expense	$ 37,569
Weighted Average Remaining Contract life	5 years 2 months 23 days
Intrinsic value	$ 0

WARRANTS (Details)	3 Months Ended
WARRANTS (Details)	Jun. 30, 2024 USD ($) $ / shares shares
Number of warrants
Outstanding warrants, Beginning \| shares	1,250,000
Outstanding warrants, Granted \| shares	0
Outstanding warrants, Expired \| shares	0
Outstanding warrants, Exercised \| shares	0
Outstanding warrants, Ending \| shares	1,250,000
Weighted average exercise price
Weighted average exercise price, Beginning \| $ / shares	$ 0.16
Weighted average exercise price, Granted \| $ / shares	0
Weighted average exercise price, Exercised \| $ / shares	0
Weighted average exercise price, Expired \| $ / shares	0
Weighted average exercise price, Ending \| $ / shares	$ 0.16
Weighted Average Remaining Contract Life
Weighted Average Remaining Contract life, Beginning	11 months 12 days
Weighted Average Remaining Contract life, Ending	8 months 12 days
Intrinsic value
Intrinsic value, Beginning \| $	$ 134,500
Intrinsic value, Granted \| $	0
Intrinsic value, Exercised \| $	0
Intrinsic value, Expired \| $	0
Intrinsic value, Ending \| $	$ 38,900

WARRANTS (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
WARRANTS (Details Narrative) - USD ($)	Sep. 02, 2022	Jan. 30, 2024	Aug. 31, 2022	Mar. 31, 2023	Jun. 30, 2024
WARRANTS
Warrant Issued	250,000	250,000	750,000
Warrant outstanding				1,000,000	1,250,000
Exercise price of warrants	$ 0.345	$ 0.11	$ 0.41
Warrants conversion price	$ 0.60	$ 0.60	$ 0.60
Volatility rate	137.00%	158.00%	137.00%
Discount rate	3.47%	5.20%	3.50%
Fair value of warrants	$ 50,273	$ 18,280	$ 188,760
Adjustments to additional paid-in capital, warrant issued	$ 2,484		$ 9,902
Deemed dividend				$ 550,000
Conversion price				$ 0.05
Coversion of Warrant to common stock		1,000,000

CONVERTIBLE DEBT (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
CONVERTIBLE DEBT (Details Narrative) - USD ($)	Dec. 06, 2023	Jan. 30, 2024	Jun. 30, 2024	Jun. 26, 2024	Mar. 31, 2024	Mar. 31, 2023
Issuance of aggregate shares of common stock, shares			172,202,165		170,594,165
Conversion price per share						$ 0.05
Convertible common stock shares		1,000,000
May 30 2024 [Member]
Issuance of aggregate shares of common stock, shares				1,270,000
Conversion price per share			$ 0.05
Convertible debentures with unrelated party				$ 63,500
Accrued interest			$ 59,000
Convertible Interest rate			10.00%
December 1 2023 [Member]
Issuance amount of convertible debenture			$ 250,000
Discount rate			10.00%
Maturity date			May 30, 2024
Convertion price			$ 0.10
Convertible common stock shares	1,250,000
Convertible common stock amount	$ 125,000
Outstanding balance			$ 125,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended
	Mar. 09, 2020	Jun. 30, 2016	Jun. 30, 2024
Contingent sales fee description		A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly
Merger, description	Under the program, if an acquisition, merger or change in control is affected, 10% of the value of the transaction will be allocated to pay the expenses of the transaction including but not limited to legal, accounting, transfer fees and other miscellaneous expense. The balance of the fund after expenses will be allocated 20% to directors and 80% to officers and employees of the Company as allocated by the Chief Executive Officer and approved by the Board of Directors
Outstanding balance			$ 50,000
First Phase III clinical trial [Member]
Future payments		$ 225,000
First BLA [Member]
Future payments		225,000
First Phase I clinical trial [Member]
Future payments		100,000
Annual maintenance fee		$ 50,000

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