UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2015~~2016

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

Commission File Number 000-51206

PLANDAÍ BIOTECHNOLOGY, INC.
(Name of small business issuer in its charter)
Nevada	~~20-1389815~~	20-1389815
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
17 Hanover Square, London, England	W1S 1BN
4811 49th Street San Diego, CA		85395
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)
Registrant’s telephone number, including area code: 917-900-9829
Securities registered under Section 12(b) of the Exchange Act:	None
Securities registered under Section 12(g) of the Exchange Act:	Common stock, par value $0.0001 per share
	(Title of Class)

~~Indicate~~Registrant’s bytelephone ~~check~~number, ~~mark~~including ifarea ~~the~~code: ~~registrant is a well~~619-~~known~~239-9034 ~~seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x~~

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

Indicate by check mark ~~whether~~if the ~~issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the~~ registrant ~~was~~is ~~required~~a towell-known ~~file~~seasoned ~~such reports)~~issuer, ~~and~~as ~~(2)~~defined ~~has~~in ~~been~~Rule 405 ~~subject~~of ~~to such filing requirements for~~ the ~~past 90~~Securities ~~days~~Act. Yes x ☐ No ¨☒

Indicate by check mark ~~whether~~if the registrant ~~has~~ ~~submitted~~is ~~electronically~~not ~~and posted on its corporate Web site, if any, every Interactive Data File~~ required to befile ~~submitted and~~reports ~~posted~~ pursuant to ~~Rule~~Section 13 ~~405~~or ~~of Regulation S-T~~ Section 15(§d) ~~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)~~Act. Yes x ☒ No ¨☐

Indicate by check mark ifwhether ~~disclosure~~the ofissuer ~~delinquent filers~~(1) ~~pursuant~~filed toall ~~Item~~reports ~~405~~required ofto ~~Regulation~~be ~~S-K~~filed (§by ~~229.405~~Section 13 ofor ~~this chapter~~15(d) isof ~~not~~the ~~contained~~Exchange ~~herein,~~Act ~~and~~during ~~will~~the ~~not~~last be12 ~~contained, to~~months ~~the~~(or ~~best~~for ofsuch ~~registrant’s~~shorter ~~knowledge,~~period inthat ~~definitive~~the ~~proxy~~registrant orwas ~~information~~required ~~statements~~to ~~incorporated~~file bysuch ~~reference~~reports), inand ~~Part~~(2) ~~III of~~has ~~this~~been ~~Form~~subject ~~10-K~~to orsuch ~~any~~filing ~~amendment~~requirements tofor ~~this~~the ~~Form~~past ~~10-K~~90 days. xYes ☐ No ☒

Indicate by check mark whether the registrant is ahas ~~large~~submitted ~~accelerated~~electronically ~~filer,~~and anposted ~~accelerated~~on ~~filer,~~its acorporate ~~non-accelerated~~Web ~~filer~~site, orif aany, ~~smaller~~every ~~reporting~~Interactive ~~company.~~Data ~~See~~File ~~the~~required ~~definitions of~~to ~~“large~~be ~~accelerated~~submitted ~~filer,”~~and ~~“accelerated~~posted ~~filer”~~pursuant ~~and~~to ~~“smaller~~Rule 405 ~~reporting~~of ~~company”~~Regulation inS-T ~~Rule~~(§ ~~12b-2~~ 232.405 of this chapter) during the ~~Exchange~~preceding ~~Act~~12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~if ~~filer~~disclosure ¨of ~~Non~~delinquent filers pursuant to Item 405 of Regulation S-~~accelerated~~K ~~filer~~(§ ¨229.405 ~~Smaller~~of ~~reporting~~this ~~company~~chapter) xis not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

1Indicate 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.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant is~~☐ aNon-accelerated ~~shell~~filer ~~company~~☐ ~~(as~~Smaller ~~defined~~reporting incompany ~~Rule~~☒ ~~12b-2~~Emerging ofgrowth ~~the~~company ~~Exchange Act).~~☐

~~Yes~~If ¨an emerging growth company, indicate by check Nomark xif 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. ☐

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~ atregistrant ~~which~~is ~~the~~a ~~common~~shell ~~equity~~company ~~was~~(as ~~last~~defined ~~sold,~~in orRule 12b-2 ~~the average bid and asked price~~ of ~~such~~the ~~common~~Exchange ~~equity,~~Act). asYes of☒ No ~~June 30, 2015: $17,032,000.~~☐

As State the aggregate market value of ~~June~~the ~~10,~~voting ~~2016~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the ~~registrant~~average ~~had~~bid ~~178~~and asked price of such common equity,~~239,536~~ ~~outstanding shares~~as of ~~Common~~June 30, ~~Stock~~2016: $17,032,000.

Documents incorporated by reference: None.

~~EXPLANATORY NOTE~~Explanatory Statement

This ~~Form~~ annual report on Form 10-K ~~for~~is ~~the~~submitted by ~~year~~Plandaí ~~ended~~Biotechnology, ~~June~~Inc. ~~30,~~(“Company”) ~~2015~~without ~~includes~~audited afinancial restatements pursuant to an exemption provided by 17 CFR § 240.12b-~~audit~~21. ofThe unaudited financial statements contain the ~~Company’s~~last known financial ~~statements~~information available for ~~the~~fiscal year ended ~~June~~ June 30, ~~2014~~2016. asThe ~~the~~ Company’s ~~prior auditor~~ was ~~unable~~formerly toa ~~reissue~~reporting ~~his~~company ~~opinion~~under ~~(Refer~~the to1934 ~~notice~~Securities ~~filed~~and onExchange ~~Form 8-K on October 9~~Act, ~~2015).~~ Aswith a ~~result~~class of ~~this~~securities voluntarily ~~re-audit,~~registered ~~several~~pursuant ~~material~~to ~~adjustments~~Section 12g. ~~were~~The ~~made,~~Company ~~resulting~~terminated inits aregistration ~~restatement~~with of the ~~June~~Securities ~~30,~~and ~~2014~~Exchange ~~financial~~Commission ~~statements.~~by ~~Specifically,~~filing ~~the~~Form 15-12g ~~Company~~on ~~used~~January 31, ~~different~~2017. ~~valuation~~The ~~dates~~Company’s ~~for~~charter ~~certain~~was ~~shares~~thereafter ~~issued,~~suspended ~~resulting~~by inthe ~~revalued~~State ~~shares~~of ~~issued~~ Nevada for ~~services,~~non-payment of ~~corrected~~fees. ~~value~~The ofCompany submits the ~~derivative~~following ~~liability~~facts ~~and~~which ~~derivative~~are ~~interest,~~relevant ~~adjusted~~to ~~foreign~~its ~~currency~~inability ~~translation,~~to ~~increased finance~~file ~~costs~~audited ~~and~~financials ~~additional~~with ~~interest~~this ~~expense.~~filing ~~These~~because (i) ~~adjustments~~the ~~impacted~~required ~~stock~~audited ~~issuable~~information ~~and~~is ~~retained~~not ~~deficit.~~reasonably Aavailable; ~~comprehensive review~~and, of(ii) the ~~restated~~required ~~income~~audited ~~statement~~information ~~and~~is ~~balance~~unavailable ~~sheet~~because ~~for~~the particular persons with whom the ~~year~~required ~~ended~~information ~~June~~rests ~~30,~~are ~~2014~~now isunaffiliated ~~included~~with inthe ~~Footnote~~Company 18and onunavailable ~~Page~~to ~~F-28~~it. The declaration of ~~the~~Tad ~~accompanying~~Mailander ~~financial~~is ~~statements~~submitted herewith as an exhibit containing additional facts.

21. The required audited information is unavailable. The Company investigated and contacted the Company’s former controller and accountant, Louisa Willemse, as well as the Company’s former Chief Executive Officer and Chief Financial Officer, Mr. Roger Duffield, both residing in South Africa. Each disclaimed having any Company records – financial or otherwise – from Company operations for fiscal 2016 or at any time prior.

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

TABLE OF CONTENTS

PART I		Page
			Page
Item 1.	Business	4
PART I
Item 1A.	Risk Factors	6
Item 1.		Business	1
Item 1B.	Unresolved Staff Comments	14
Item 1A.		Risk Factors	4
Item 2.	Properties	14
Item 1B.		Unresolved Staff Comments	11
Item 3.	Legal Proceedings	14
Item 2.		Properties	11
Item 4.	Mining Safety Disclosures	14
Item 3.		Legal Proceedings	11
PART II
Item 4.		Mining Safety Disclosures	11
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
PART II
Item 6.	Selected Financial Data	17
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 6.		Selected Financial Data	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 8.	Financial Statements and Supplementary Data	24
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 8.		Financial Statements and Supplementary Data	21
Item 9A	Controls and Procedures	26
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9B.	Other Information	27
Item 9A		Controls and Procedures	22
PART III
Item 9B.		Other Information	23
Item 10.	Directors, Executive Officers and Corporate Governance	27
PART III
Item 11.	Executive Compensation	30
Item 10.		Directors, Executive Officers and Corporate Governance	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 11.		Executive Compensation	26
Item 13.	Certain Relationships and Related Transactions and Director Independence	32
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 14.	Principal Accountant Fees and Services3	33
Item 13.		Certain Relationships and Related Transactions and Director Independence	28
PART IV
Item 14.		Principal Accountant Fees and Services	29
Item 15.	Exhibits, Financial Statement Schedules	33
PART IV
Item 15.		Exhibits, Financial Statement Schedules	30

PART I

ITEM 1. BUSINESS.

Plandaí Biotechnology, Inc. (the “Company”) and its subsidiaries isfocus ~~a bio-pharmaceutical business that focuses~~ on the production of proprietary botanical extracts for the ~~nutraceutical~~ nutriceutical and pharmaceutical industries. The ~~Company~~company grows the green tea used in its ~~Phytofare®~~products ~~Catechin~~on ~~production~~ a 3,000-hectare estate ~~it operates under a 49-year notarial lease~~ in the Mpumalanga ~~province~~region of South Africa. Plandaí uses a proprietary extraction process that is ~~engineered~~designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market is Phytofare® ™ Catechin Complex, a green-tea derived extract, isthat ~~the first commercial product in the Phytofare® brand and~~ has ~~supporting clinical data supporting its use in~~ multiple potential wellness applications. ~~The Company’s principle holdings consist of land, farms and infrastructure in South Africa.~~

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

During the fourth quarter of fiscal 2015, the Company began shipping product to customers and recording sales. However, a hailstorm at during the quarter destroyed amuch ~~large percentage~~ of the ~~tea~~ crop of tea and there was insufficient time remaining in the growing season tofor ~~yield~~ another harvest. As a result, sales for the final quarter were limited. The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts, combined with projected sales for fiscal 2016, will generate sufficient cash flows from future operations to pay the Company'’s obligations and realize positive cash flow. There is no assurance any of these transactions will occur. In April 2012, through our subsidiary companies, we secured a 100 million Rand financing (approximately $13 million at time of financing, $7.24 million at then current exchange rates) with the Land and Agriculture Bank of South Africa which has been used to build infrastructure and further operations. During the year ended June 30, 2015, the Company borrowed a total of $6,490,000 from third parties to sustain operations and complete the construction of the production facility in South Africa.

InPRODUCTS ~~April~~AND 2012, through our subsidiary companies, we secured a 100 million Rand financing (approximately $13 million at the time of financing, $6.5 million at current exchange rates) with the Land and Agriculture Bank of South Africa, which has been used to build infrastructure and further operations. During the year ended June 30, 2015, the Company borrowed a total of $5,300,000 from third parties to sustain operations and complete the construction of the production facility in South Africa.SERVICES

~~PRODUCTS~~Gaelic ~~AND~~for ~~SERVICES~~“plant food”, Plandaí is a biotech company dedicated to taking all-natural nutraceutical ingredients and unlocking their pharmaceutical potential. We believe that by delivering a therapeutic level of essential plant-based nutrients to human cells, we can treat many of the diseases that plague mankind. From viruses to cancers to neural disorders like Alzheimer’s, science has shown that plants have tremendous curative properties. However, current extraction methods fail to produce products that can be properly absorbed and remain in the system long enough for a therapeutic effect. Plandaí’s technology restructures plant nutrients into a highly purified form that the body can more easily process while also increasing their absorption into the blood plasma and the length of time those nutrients remain present and active in your system.

~~Gaelic~~Many ~~for~~common ~~“plant~~pharmaceutical ~~food”, Plandaí~~products ishave atheir ~~biopharmaceutical~~origins ~~company~~rooted ~~dedicated~~in toplants ~~taking~~and ~~all-~~“natural” ~~nutraceutical ingredients and unlocking their pharmaceutical potential~~medicine. ~~Published~~For ~~science~~example, ~~suggests~~the ~~that~~active byingredient ~~delivering a therapeutic level~~ of ~~essential~~aspirin ~~plant-based nutrients~~was tofirst ~~human~~discovered ~~cells,~~from wethe ~~can~~bark ~~treat many~~ of the ~~diseases~~willow ~~that~~tree. ~~plague~~In ~~humankind.~~1763 ~~From~~Edward ~~viruses~~Stone toof ~~cancers~~Wadham College, toUniversity ~~neural disorders~~of ~~like Alzheimer’s~~Oxford, ~~science~~discovered ~~has~~salicylic ~~shown~~acid, ~~that~~ the ~~botanical~~active ~~phytonutrients~~ingredient inof ~~plants have tremendous curative properties. However~~aspirin, ~~current~~which ~~extraction~~was ~~methods~~later ~~fail~~synthesized toby ~~produce~~the ~~products~~German ~~that~~company ~~are~~Bayer® ~~highly bioavailable and that remain~~ in ~~the system long enough for a therapeutic effect~~1897. ~~Plandaí’s~~The ~~technology~~reason ~~releases~~that ~~and~~these ~~restructures~~“natural” ~~plant~~medicines ~~nutrients~~are ~~into a~~usually ~~highly~~supplanted ~~purified~~by ~~form~~synthetic ~~that~~drugs ~~the~~can ~~body~~be ~~can~~attributed ~~more~~to ~~easily~~a ~~process~~few ~~while~~things ~~also~~but ~~increasing~~most ~~their~~notably ~~delivery~~the ~~and~~need ~~absorption~~to ~~into~~increase the ~~blood~~ ~~plasma~~absorption ~~and~~of the ~~length~~active ofingredient ~~time~~by ~~those~~the ~~nutrients~~human ~~remain~~body, ~~present~~which ~~and~~is ~~active~~called bioavailability.

~~Many~~Our ~~common~~Phytofare® ~~pharmaceutical~~ products ~~have~~are ~~their origins~~all ~~rooted~~specially informulated ~~plants~~to ~~and~~have ~~“natural”~~extremely ~~medicine.~~high ~~For example~~bioavailability, ~~the~~which ~~active ingredient of aspirin~~ was ~~first~~validated ~~discovered~~in ~~from~~in ~~the~~human ~~bark~~clinical oftrials ~~the~~completed ~~willow~~in ~~tree~~June 2015. In ~~1763 Edward~~practical ~~Stone of Wadham College~~terms, ~~University of~~this ~~Oxford,~~means ~~discovered salicylic acid, the active ingredient of aspirin, which was later synthesized by the German company Bayer® in 1897. The reason~~ that ~~these~~we ~~“natural” medicines~~ are ~~usually~~able ~~supplanted by synthetic drugs can be attributed~~ to adeliver ~~few~~more ~~things but most notably the need to increase the absorption~~ of the ~~active~~vital ~~ingredient~~plant bynutrients ~~the human body, which is called bioavailability. In order~~ to ~~increase bioavailability in plant phytonutrients,~~ the ~~following~~blood ~~barriers~~plasma ~~must~~where beit ~~overcome, particle~~remains ~~size,~~at ~~solubility,~~a ~~permeability,~~therapeutic ~~metabolism,~~level ~~excretion~~for ~~and~~over ~~disposition~~24 hours.

~~Our~~Compared ~~Phytofare®~~with ~~botanical~~generic ~~extracts~~green ~~have overcome~~tea ~~these challenges and~~extract, asPlandaí’s ~~validated~~Phytofare® inCatechin ~~human~~Complex ~~clinical~~exhibits ~~trials~~specific ~~completed~~advantageous in June 2015, are delivered in a highly bioavailable form. In practical terms, this means that we are able to deliver more of the vital plant nutrients to the blood plasma where it remains at a therapeutic level for over 24 hours.properties:

~~Compared~~1. ~~with~~Phytofare® ~~generic~~contains ~~green~~all ~~tea~~of the phytonutrients in a stable, active extract. For example, ~~Plandaí’s~~ with green tea, Phytofare® ~~Catechin~~has ~~Complex~~all ~~exhibits~~8 ~~specific~~catechins ~~advantageous~~compared ~~properties:~~to just 2 in generic. The difference is greater efficacy and improved synergy.

12. Because Phytofare® ~~contains~~consists ~~all~~ of ~~the~~mostly ~~phytonutrients~~nano-sized ~~in a stable~~particles, ~~active~~we ~~extract.~~can ~~For~~achieve ~~example, with green tea, Phytofare® contains all eight catechins compared to just two catechins found in the generic. The difference is~~ greater ~~efficacy~~cellular ~~and improved synergy~~uptake.

23. ~~Because~~ Phytofare® ~~consists~~is ofmore ~~mostly~~bioavailable ~~nano-sized~~than ~~particles~~generic extracts. In fact, weit ~~can~~has ~~achieve~~10 times greater ~~cellular uptake~~bioavailability.

34. Phytofare® ishas ~~more~~4 ~~bioavailable~~times ~~than~~greater ~~generic~~residency ~~extracts.~~in Inthe ~~fact~~blood plasma, it24 ~~has~~hours ~~been~~compared ~~clinically~~to ~~shown~~6. toThis ~~have~~means 10it ~~times~~can ~~greater~~be ~~bioavailability~~an effective “once a day” dose.

45. Phytofare® ~~has~~offers ~~four times~~ greater ~~residency~~stability inover ~~the~~generic. ~~blood~~In ~~plasma~~fact, 24studies ~~hours~~have ~~compared~~shown tothat 6.Phytofare® ~~This~~still ~~means~~retains itover ~~can~~70% beof anits ~~effective~~catechin ~~“once~~efficacy aafter 90-day” ~~dose~~exposure, whereas generic catechins are completely gone.

56. ~~Phytofare®~~Our ~~offers~~cost ~~greater~~per ~~stability~~dose ~~over~~is ~~generic.~~a Infraction ~~fact, studies have shown that Phytofare® retains over 70%~~ of ~~its~~our ~~catechin~~nearest ~~efficacy after 90-day exposure, whereas generic catechins are completely gone~~competitor.

6.Many ~~Because~~botanical ~~Phytofare®~~extracts ishave ~~10x~~demonstrated ~~more~~varying degrees ~~bioactive~~of health benefit, ~~the~~and ~~dosage~~many ~~can~~pharmaceutical bedrugs ~~reduced~~are byeither ~~1/10th~~derived directly from plant extracts or are synthetic analogs of phytonutrient molecules. AsGreen atea ~~result~~catechins, ~~our~~for ~~cost~~example, ~~per~~have ~~dose~~shown ispromising ain-vitro ~~fraction~~results as an antioxidant, with hundreds of ~~our~~different ~~nearest~~published studies ~~competitor~~demonstrating its potential usefulness in weight loss, anti-viral, anti-cancer, and anti-parasitic applications, amongst others.

~~Many~~The ~~botanical~~company ~~extracts~~recently ~~have~~concluded ~~demonstrated~~human ~~varying degrees~~clinical ofstudy ~~health~~on ~~benefit,~~Plandaí’s ~~and~~inaugural ~~many~~product, ~~pharmaceutical~~Phytofare® ~~drugs~~Catechin ~~are~~Complex ~~either~~made ~~derived directly~~ from ~~plant~~green ~~extracts or are synthetic analogs of phytonutrient molecules~~tea. ~~Green~~The ~~tea~~test ~~catechins, for example, have shown promising in-vitro~~ results asforced anus ~~anti-oxidant,~~to ~~with~~coin ~~hundreds of~~a ~~different~~new ~~published~~term ~~studies~~to ~~demonstrating~~describe ~~its~~what ~~potential~~our ~~usefulness~~extraction inprocess ~~weight~~was ~~loss,~~accomplishing: ~~anti~~phyto-~~viral,~~availability™. ~~anti~~Phyto-~~cancer,~~availability™ ~~and~~is ~~anti-parasitic applications,~~the ~~amongst~~combination ~~others.~~of Phyofare’s® unique properties:

In1. ~~May~~Demonstrates ~~2015,~~Ultra-high ~~the~~bioavailability. ~~Company~~Test ~~concluded~~results ashowed ~~human clinical~~that ~~study on Plandaí’s inaugural product,~~ Phytofare® ~~Catechin~~delivered ~~Complex~~10x ~~made~~higher ~~from~~levels ~~green~~of ~~tea.~~active ~~The test results forced us to coin a new term to describe what our extraction process was accomplishing:~~ phyto-~~availability™. Phyto-availability™~~nutrients isinto the ~~combination of Phytofare® unique properties:~~blood.

12. ~~Demonstrates~~Exhibits ~~ultra~~the presence of complete phyto-~~high-bioavailability~~complexes. With green tea, all eight catechins were detected in the blood as opposed to just one or two as is present in generic extracts.

23. ~~Exhibits~~Greatly prolongs the presence of ~~complete~~the phyto-complexes in the blood. With most botanical extracts, all traces are eliminated from the blood in just a few hours. With Phytofare® all eight catechins remained in in the blood at therapeutic levels even after an unprecedented 24 hours.

3.Plandaí’s ~~Greatly~~Phytofare® ~~prolongs~~Catechin Complex is derived from green tea harvested locally on the ~~presence~~Senteeko Tea Estate in Mpumalanga, South Africa, and then processed on a state-of-the-art extraction facility constructed onsite using funds obtained from the ~~phyto-complexes~~Land and Agriculture Bank of South Africa. The facility became operational in late 2014, with initial sales commencing in the ~~blood~~fourth quarter of fiscal 2015.

Plandaí’s Phytofare® Catechin Complex is produced from live green tea harvested locally on the Senteeko Tea Estate in Mpumalanga, South Africa, and then processed on a state-of-the-art extraction facility constructed onsite using funds obtained from the Land and Agriculture Bank of South Africa. The facility became operational in late 2014, with initial sales commencing in the fourth quarter of fiscal 2015.2

The ~~Company~~company is actively developing additional products including a Phytofare® citrus complex. The citrus ~~extraction~~processing and formulation investigations ~~commenced~~are expected to commence at the Senteeko research facility in October 2015, ~~and~~after ~~the~~which ~~product~~it iswill be validated and tested in anticipated for a ~~late~~mid-2016 release to market.

5On August 30, 2013, Plandaí entered into a world license agreement with North-West University in Potchefstroom, South Africa, which granted the company the exclusive right to use manufacture and formulate the University’s Pheroid® technology, an Omega 3 and Omega 6 long-chain fatty acid entrapment system, for protecting botanical compounds against metabolism in the stomach acids in both humans and animals. The company believes that incorporating Pheroid® technology, which has demonstrated in separate human clinical trials its ability to protect entrapped material from metabolization and increase cellular uptake, will enable it to develop products with much higher absorption coefficients in both topical use and oral consumption. The combination of Phytofare® entrapped in Pheroid® will be brought to market in Q4 2015 and marketed under the tradename “Ph2 ™.”

OnThe ~~August~~Company ~~30,~~is ~~2013,~~actively ~~Plandaí~~pursuing ~~entered into~~research aon ~~world~~additional ~~license~~botanical ~~agreement~~extracts ~~with~~that ~~North-West~~have ~~University~~known inor ~~Potchefstroom,~~suspected ~~South~~pharmaceutical ~~Africa,~~properties. ~~which~~This ~~granted~~research ~~the~~includes ~~Company~~developing ~~the~~a ~~exclusive right~~non-psychoactive tocannabinoid ~~use,~~extract ~~manufacture~~through ~~and formulate~~ the ~~University~~Company’s ~~Pheroid®~~wholly-owned ~~technology~~subsidiary, ~~for~~Plandaí ~~entrapped~~Biotechnology ~~Phytofare® extracts.~~– ~~Pheroid®~~Uruguay, isSA. aPlandaí ~~patented~~Uruguay ~~colloidal~~is ~~emulsion and entrapment system for protecting botanical compounds against metabolism in~~ the ~~stomach~~first ~~acids~~ and ~~then~~only ~~delivering~~company ~~such compounds into the blood plasma. For a botanical drug~~ to ~~have~~receive a ~~therapeutic effect,~~license itfrom ~~must reach~~ the ~~site~~Republic of ~~action~~Uruguay into ~~sufficient~~product ~~quantities.~~cannabis-based ~~The~~extract ~~Pheroid®~~for ~~drug~~pharmaceutical ~~delivery~~research. ~~system~~Provided ~~enhances~~that the ~~absorption~~ ofcompany ~~the~~can ~~botanical~~produce ~~extract~~such ~~through~~an ~~protection~~extract, ~~and delivery to~~ the ~~plasma,~~plan ~~which~~is ~~was~~to ~~expressly~~commence ~~confirmed~~animal inresearch ~~clinical~~on ~~studies 2015~~neural ~~with~~disorders ~~Phytofare®~~such ~~catechin~~as ~~complex~~Parkinson’s, ~~formulated~~Alzheimer’s, inMS, ~~Pheroid®.~~epilepsy, ~~The~~and ~~combination~~post-concussion ofsyndrome ~~Phytofare® entrapped~~ in ~~Pheroid®~~order ~~was brought~~ to ~~market~~determine indefinitively ~~early~~if ~~2016~~cannabis ~~and~~possesses ismedicinal ~~being~~properties ~~marketed~~meriting ~~under~~further ~~the~~human ~~tradename “Ph2~~trials.”

~~Plandaí continues to develop its biopharmaceutical base with live plant materials and is actively pursuing developing Phytofare® extracts from citrus and tomato fruits, artemisia and cannabis.~~COMPETITION

~~This~~The ~~research~~Company ~~includes~~faces ~~developing~~competition from a ~~non-psychoactive~~variety of ~~cannabinoid~~sources. ~~extract~~There ~~through~~are ~~the~~several ~~Company’s~~large ~~wholly-owned~~companies ~~subsidiary,~~that ~~Plandaí~~develop ~~Biotechnology~~and –market ~~Uruguay,~~nutraceutical ~~SA.~~products ~~Plandaí~~that include bio-available compounds including ~~Uruguay~~those isfrom ~~the~~green ~~first~~tea and ~~only~~citrus ~~company~~extracts. toMany ~~receive~~of athese ~~license~~competitors benefit from ~~the~~established ~~Republic~~distribution, market-ready products, and greater levels of ~~Uruguay~~financing. Plandaí intends to ~~product~~compete ~~cannabis-based~~by ~~extract~~producing ~~for~~higher ~~pharmaceutical~~quality extracts that exhibit greater bioavailability ~~research.~~and ~~Following~~longer ~~testing~~blood-plasma toresidency, ~~verify~~producing ~~the~~at ~~extract’s~~lower ~~bioavailability~~costs, and ~~lack~~controlling ofa ~~psychoactive~~vertically ~~properties,~~integrated ~~the~~business ~~plan~~approach isthat toincludes ~~commence~~all ~~animal~~stages ~~research~~from onfarming ~~neural~~through ~~disorders~~production ~~such~~and asmarketing. ~~Parkinson’s,~~The ~~Alzheimer~~company’s, ~~MS,~~unique ~~epilepsy~~Phyto-availability™, ~~and~~combined ~~post-concussion~~with ~~syndrome~~the inpatented ~~order~~Pheroid® totechnology, ~~determine~~should ~~definitively~~provide ifseveral ~~cannabis~~unique ~~possesses~~market ~~medicinal~~advantages ~~properties~~in ~~meriting~~the ~~further~~form ~~human~~of ~~trials~~higher absorption, increased bioavailability, and lower dosage requirements.

~~COMPETITION~~CUSTOMERS

~~The~~Plandaí ~~Company~~markets ~~faces~~direct ~~competition~~to ~~from a variety~~nutraceutical ofand ~~sources.~~supplement ~~There are several large~~ companies that ~~develop~~require ~~and~~high-quality ~~market nutriceutical products that include~~ bio-available ~~compounds including~~extracts ~~those~~for ~~from~~their ~~green~~products ~~tea.~~and ~~Many~~also ofsells ~~these~~through ~~competitors~~several ~~benefit~~third-party distributors ~~from established distribution~~who, ~~market-ready~~in ~~products~~turn, ~~and~~sell ~~greater levels of financing. Plandaí intends~~ to ~~compete~~their bycustomers ~~producing~~which ~~higher~~typically ~~quality~~also ~~extracts~~include ~~that~~contract ~~exhibit greater bioavailability and longer blood-plasma residency~~manufacturers, ~~producing~~nutraceutical ~~at lower costs,~~ and ~~controlling~~supplement ~~a vertically integrated business approach that includes~~companies. ~~all~~In ~~stages~~addition, ~~from~~the ~~farming through production and marketing. The~~ Company’s ~~unique~~anticipates ~~Phyto-availability™,~~developing ~~combined~~a ~~with the patented Pheroid® technology~~finished, ~~should~~direct-to-consumer ~~provide~~product ~~several unique market advantages~~ in ~~the~~2016 ~~form~~that ofis ~~higher~~based ~~absorption, increased~~on ~~bioavailability,~~one ~~and~~or ~~lower~~more ~~dosage requirements~~Phytofare® ingredients.

~~CUSTOMERS~~3

Plandaí markets direct to nutraceutical and supplement companies that require high-quality bio-available extracts for their products and also sells through several third party distributors who, in turn, sell to their customers which typically also include contract manufacturers, nutraceutical and supplement companiesITEM 1A. InRISK ~~addition, the Company is developing a direct-to-consumer product based on Phytofare® ingredients formulated into oral capsules.~~FACTORS

~~ITEM~~An 1Ainvestment in our securities is highly speculative, involves a high degree of risk and is suitable only for investors with substantial means who can bear the economic risk of the investment for an indefinite period of time, have no need for liquidity of the investment, and have adequate means of providing for their current needs and contingencies. ~~RISK~~An ~~FACTORS~~investment in the securities should be made only by persons able to bear the risk in the event the investment results in a total loss.

AnWe ~~investment~~Have inHistorically ~~our~~Lost ~~securities~~Money ~~is highly speculative, involves a high degree of risk~~ and isLosses ~~suitable~~May ~~only~~Continue for investors with substantial means who can bear the economic risk of the investment for an indefinite period, have no need for liquidity of the investment, and have adequate means of providing for their current needs and contingencies. An investment in the ~~securities should only be made by persons able to bear the risk in the event the investment results in a total loss.~~Future

We ~~Have~~have ~~Historically~~historically ~~Lost~~lost ~~Money~~money. The loss for the fiscal year June 30, 2015, was $9,582,457 and ~~Losses~~future ~~May~~losses ~~Continue~~are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in ~~the Future~~reaching or maintaining profitable operations.

We ~~have~~Will ~~historically~~Need ~~lost money. The loss for the fiscal year June 30, 2015 was $10,072,344 and future losses are likely~~ to ~~occur. Accordingly,~~Raise weAdditional ~~may~~Capital ~~experience significant liquidity and cash flow problems if we are not able~~ to ~~raise~~Finance ~~additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.~~Operations

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

6There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

Our ~~operations~~independent ~~have~~certified ~~thus~~public ~~far~~accountant ~~relied~~for ~~almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from~~ the ~~sale~~year ofended ~~common stock and assets to third parties. Until we reach a point where revenues exceed costs~~June 30, ~~we will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things~~2015, ~~external financing~~stated ~~will~~in betheir ~~required~~report tothat ~~cover~~we ~~our~~have ~~operating~~suffered ~~costs. We~~recurring ~~cannot~~losses ~~assure~~from ~~you~~operations that ~~financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to~~ raise ~~capital~~substantial ~~may~~doubt ~~cause dilution~~about to our ~~existing~~ability ~~shareholders. Our inability~~ to ~~obtain~~continue ~~adequate~~as ~~financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in~~ a ~~lower~~going ~~stock price~~concern.

~~There~~The isCompany ~~Substantial~~has ~~Doubt~~experienced ~~About~~recurring ~~Our~~operating ~~Ability to~~losses ~~Continue~~and aswe currently have a ~~Going~~working ~~Concern~~capital ~~Due~~deficiency. There is a possibility that our revenues will not be sufficient to ~~Recurring~~meet ~~Losses~~our ~~and~~operating ~~Working~~costs. ~~Capital~~To ~~Shortages,~~date ~~Which~~our ~~Means~~liabilities ~~that~~have Wegreatly ~~May~~exceeded ~~Not~~our Becurrent ~~Able~~assets. toThere ~~Continue Operations~~is ~~Unless~~a Wesubstantial ~~Obtain~~doubt ~~Additional~~that ~~Funding~~we can continue as a going concern.

~~Our~~There ~~independent~~can ~~certified~~be ~~public~~no ~~accountant has~~assurance ~~stated~~that inwe ~~their~~will ~~report~~continue ~~included~~to ingenerate ~~this~~revenues ~~filing~~from ~~that~~operations weor ~~have suffered~~obtain ~~recurring losses~~sufficient ~~from~~capital ~~operations~~on ~~that~~acceptable ~~raise substantial~~terms, ~~doubt~~if ~~about~~at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern. Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public finances, including debt or equity financing, will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.

~~The~~Furthermore, ~~Company~~debt ~~has~~financing, ~~experienced~~if ~~recurring~~available, ~~operating losses~~will ~~and~~require wepayment ~~currently~~of ~~have~~interest aand ~~working~~may ~~capital~~involve ~~deficiency.~~restrictive ~~There~~covenants ~~is a possibility~~ that ~~our~~could ~~revenues~~impose ~~will~~limitations ~~not~~on ~~be sufficient to meet~~ our operating ~~costs~~flexibility. ToOur ~~date~~failure ~~our~~to ~~liabilities~~successfully ~~have~~obtain ~~greatly~~additional ~~exceeded~~future ~~our~~funding ~~current~~may ~~assets.~~jeopardize ~~There~~our isability ato ~~substantial doubt that we can~~ continue asour abusiness ~~going~~and ~~concern~~operations.

There can be no assurance that we will continue to generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern. Our ~~operating~~Common ~~and~~Stock ~~capital~~May ~~requirements~~Fluctuate during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public finances, including debt or equity financing, will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.Significantly

~~Furthermore,~~Our ~~debt~~common ~~financing,~~stock ifhas ~~available~~experienced, ~~will~~ ~~require~~and ~~payment~~is oflikely ~~interest~~to ~~and~~experience ~~may~~in ~~involve~~the ~~restrictive~~future, ~~covenants~~significant price and volume fluctuations that could ~~impose~~adversely ~~limitations~~affect onthe market price of our common stock without regard to our operating ~~flexibility~~performance. ~~Our~~ ~~failure~~In toaddition, bewe ~~able~~believe tothat ~~successfully~~factors ~~obtain~~such ~~additional~~as ~~future~~quarterly ~~funding~~fluctuations ~~may~~in ~~jeopardize~~our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our ~~ability~~common stock to ~~continue~~fluctuate substantially. Substantial fluctuations in our ~~business and~~stock ~~operations~~price could significantly reduce the price of our stock.

~~Our Common Stock May Fluctuate Significantly~~ 4

~~Our~~There ~~common stock has experienced, and~~ is ~~likely to~~no ~~experience~~Assurance ~~in the future, significant price and volume fluctuations, that could adversely affect the market price~~ of ~~our~~Continued ~~common stock~~Public ~~without~~Trading ~~regard~~Market ~~to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results~~ and ~~changes~~Being ina ~~the~~Low-Priced ~~overall~~Security ~~economy~~may orAffect the ~~condition~~Market ofValue ~~the financial markets could cause the price~~ of ~~our common~~Our ~~stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.~~Stock

~~There~~Our common stock is nocurrently ~~Assurance~~quoted on the OTC. As a result, an investor may find it difficult to dispose of, ~~Continued~~or ~~Public Trading~~to ~~Market~~obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called “penny stock” rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and ~~Being~~Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a ~~Low~~stock ~~Priced~~defined ~~Security~~as ~~May~~a ~~Affect~~penny stock (generally, according to recent regulations adopted by the ~~Market~~SEC, ~~Value~~any equity security that has a market price of ~~Our~~less ~~Stock~~than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:

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

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

- the ~~bid~~compensation ~~and~~received ~~offer~~by ~~price~~the ~~quotes~~brokerage infirm’s ~~and~~salesperson for the ~~"penny stock," and the number of shares to which the quoted prices apply,~~trade.

-In addition, the brokerage firm's ~~compensation~~must ~~for~~send the ~~trade,~~ ~~and~~investor:

- ~~the~~a ~~compensation~~monthly ~~received~~account bystatement that gives an estimate of the ~~brokerage firm's~~value ~~sales~~of ~~person~~each ~~for~~“penny stock” in the ~~trade.~~investor’s account, and

In- ~~addition,~~a written statement of the ~~brokerage~~investor’s ~~firm~~financial ~~must~~situation ~~send~~and ~~the~~investment ~~investor:~~goals.

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

-Resale arestrictions ~~written~~on ~~statement~~transferring “penny stocks” are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the ~~investor's~~investment. ~~financial situation~~Various state securities laws pose restrictions on transferring “penny stocks” and ~~investment~~as ~~goals~~a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

IfThere ~~the~~can ~~person~~be ~~purchasing~~no ~~the~~assurance ~~securities~~we ~~is someone~~will ~~other~~have ~~than~~market anmakers ~~accredited~~in ~~investor~~our orstock. anIf ~~established~~the ~~customer~~number of ~~the~~market ~~broker/dealer,~~makers ~~the~~in ~~broker/dealer~~our ~~must~~stock ~~also~~should ~~approve~~ decline, the ~~potential~~liquidity ~~customer's~~of ~~account~~our bycommon ~~obtaining~~stock ~~information~~could ~~concerning~~be ~~the~~impaired, ~~customer's~~not ~~financial~~only ~~situation,~~in ~~investment~~the ~~experience and~~number ~~investment~~of ~~objectives.~~shares ~~The~~of ~~broker/dealer~~common ~~must~~stock ~~also~~which ~~make~~could abe ~~determination~~bought ~~whether~~and ~~the~~sold, ~~transaction~~but isalso ~~suitable~~through ~~for~~possible ~~the~~delays ~~customer and~~in ~~whether~~ the ~~customer~~timing ~~has~~of ~~sufficient~~transactions, ~~knowledge~~ and ~~experience~~lower inprices ~~financial~~for ~~matters~~the tocommon bestock ~~reasonably~~than ~~expected~~might tootherwise beprevail. ~~capable~~Furthermore, ~~of evaluating~~ the ~~risk~~lack of ~~transactions~~market inmakers ~~such~~could ~~securities.~~result ~~Accordingly,~~in ~~the~~persons ~~Commission's~~being ~~rules~~unable ~~may~~to ~~limit~~buy ~~the~~or ~~number~~sell ofshares ~~potential purchasers~~ of the ~~shares~~common ofstock ~~our~~on ~~common~~any ~~stock~~secondary market.

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

~~There~~Our ~~can~~future besuccess nodepends ~~assurance we will have market makers~~ in ~~our~~significant ~~stock.~~part Ifon the ~~number~~continued services of ~~market~~Roger ~~makers in our stock should decline~~Duffield, ~~the liquidity of~~ our ~~common~~President. ~~stock~~We ~~could~~cannot beassure ~~impaired, not~~we ~~only~~would ~~in the number of shares of common stock which could~~ be ~~bought~~able ~~and~~to ~~sold,~~find ~~but~~an ~~also~~appropriate ~~through~~replacement ~~possible delays in the timing of transactions, and lower prices~~ for ~~the~~key ~~common~~personnel. ~~stock~~Any ~~than~~loss ~~might~~or ~~otherwise~~interruption ~~prevail.~~of ~~Furthermore,~~our ~~the~~key ~~lack~~personnel’s ofservices ~~market makers~~ could ~~result~~ inadversely ~~persons~~affect ~~being~~our ~~unable~~ability to ~~buy~~develop orour ~~sell~~business ~~shares of the common stock on any secondary market~~plan.

WeNevada ~~Could~~Law ~~Fail~~and toOur ~~Retain~~Charter orMay ~~Attract~~Inhibit ~~Key~~a ~~Personnel~~Takeover of Our Company That Stockholders May Consider Favorable

~~Our~~Provisions ~~future~~of ~~success~~Nevada ~~depends~~law, insuch ~~significant~~as ~~part on~~its ~~the~~business ~~continued~~combination ~~services~~statute, ofmay ~~Roger~~have ~~Duffield~~the effect of delaying, ~~our~~deferring ~~Chief~~or ~~Executive~~preventing ~~Officer. We~~a ~~cannot~~change ~~assure~~in wecontrol ~~would~~of beour ~~able~~company. toAs ~~find~~a anresult, ~~appropriate replacement~~these ~~for~~provisions ~~key~~could ~~personnel. Any~~limit ~~loss~~the orprice ~~interruption~~some ofinvestors ~~our~~might ~~key~~be ~~personnel's~~willing ~~services~~to ~~could~~pay ~~adversely~~in ~~affect~~the ~~our~~future ~~ability to~~for ~~develop~~shares of our ~~business~~common ~~plan~~stock.

~~Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable~~ 5

~~Provisions~~We ~~of Nevada law, such as its business combination statute, may~~ have ~~the~~a ~~effect~~history of ~~delaying,~~operating ~~deferring~~losses orand ~~preventing~~expect ato ~~change~~incur inlosses ~~control~~for ofthe ~~our~~foreseeable ~~Company~~future. As aWe ~~result, these~~may ~~provisions~~never ~~could~~generate ~~limit~~revenues ~~the~~or, ~~price~~if ~~some~~we ~~investors~~are ~~might~~able ~~be willing~~ to ~~pay~~generate inrevenues, ~~the~~achieve ~~future for shares of our common stock~~profitability.

WeThus far, our operations have abeen ~~history~~focused on product development and in bringing production capacity online, and our revenues to date have mostly consisted of ~~operating~~ sales of timber, avocado and macadamia nuts from our farms in South Africa. We have incurred losses in each year of our operations, and we expect to continue to incur operating losses for the foreseeable future. WeThese ~~may~~operating ~~never~~losses ~~generate~~have ~~revenues~~adversely ~~or,~~affected ifand we are ~~able~~likely to ~~generate~~continue ~~revenues~~to adversely affect our working capital, ~~achieve~~ ~~profitability~~total assets and shareholders’ equity.

~~Through~~The ~~June~~Company ~~30,~~and ~~2015,~~its ~~our~~prospects ~~operations were~~should ~~focused~~be onexamined ~~product~~in ~~development~~light of the risks and indifficulties ~~bringing~~frequently ~~production~~encountered ~~capacity~~by ~~online,~~new and ~~our~~early ~~revenues~~stage tocompanies ~~date~~in ~~have~~new ~~mostly~~and ~~consisted of~~rapidly ~~sales~~evolving ofmarkets. ~~timber,~~These ~~avocado~~risks ~~and~~include, ~~macadamia~~among ~~nuts~~other ~~from~~things, ~~our~~the ~~farms~~speed inat ~~South~~which ~~Africa~~we ~~with~~can ~~limited~~scale ~~sales~~up ofoperations, our ~~Phytofare® product~~complete ~~line.~~dependence Weupon ~~have~~development ~~incurred~~of ~~losses~~products inthat ~~each~~currently ~~year~~have ofno ~~our~~market ~~operations~~acceptance, our ability to establish and weexpand ~~expect~~our tobrand ~~continue~~name, our ability to ~~incur~~expand ~~operating~~our ~~losses~~operations ~~for~~to meet the ~~foreseeable~~ ~~future.~~commercial ~~These~~demand ~~operating~~of ~~losses~~our ~~have~~clients, ~~adversely~~our ~~affected~~development of and ~~are~~reliance ~~likely~~on tostrategic ~~continue~~and tocustomer ~~adversely~~relationships ~~affect~~and our ~~working~~ability ~~capital, total~~to ~~assets~~minimize fraud and ~~shareholders’~~other ~~equity~~security risks.

The ~~Company~~process ~~and~~of ~~its~~developing ~~prospects should~~our beproducts ~~examined~~requires insignificant ~~light~~clinical, ofdevelopment ~~the risks~~ and ~~difficulties~~laboratory ~~frequently~~testing ~~encountered by early stage companies in new~~ and ~~rapidly evolving~~clinical ~~markets~~trials. ~~These~~In ~~risks include~~addition, ~~among~~commercialization ~~other~~of ~~things,~~our ~~the~~product ~~speed~~candidates atwill ~~which~~require that we ~~can~~obtain ~~scale~~necessary upregulatory ~~operations,~~approvals ~~our~~and ~~complete dependence~~establish ~~upon~~sales, ~~development~~marketing ofand ~~products~~manufacturing ~~that~~capabilities, ~~currently~~either ~~have~~through nointernal ~~market~~hiring ~~acceptance,~~or ~~our~~through ~~ability~~contractual torelationships ~~establish~~with ~~and~~others. ~~expand~~We ~~our brand~~expect ~~name,~~to ~~our~~incur ~~ability~~substantial tolosses ~~expand~~for ~~our~~the ~~operations~~foreseeable tofuture ~~meet~~as ~~the~~a ~~commercial~~result ~~demand~~ of ~~our~~anticipated ~~clients,~~increases in our ~~development~~research of and ~~reliance~~ ondevelopment ~~strategic~~costs, ~~and~~including ~~customer~~costs ~~relationships~~associated ~~and~~with ~~our~~conducting ~~ability~~preclinical totesting ~~minimize~~and ~~fraud~~clinical trials, and ~~other~~regulatory ~~security~~compliance ~~risks~~activities.

8Our ability to generate revenues and achieve profitability will depend on numerous factors, including success in:

~~The~~● ~~process~~Developing ~~of developing our products requires significant clinical, development~~ and ~~laboratory~~ testing ~~and clinical trials. In addition, commercialization of our~~ product candidates; ~~can~~● ~~require~~Receiving ~~that we obtain necessary~~ regulatory approvals; ~~and~~● ~~establish~~Commercializing ~~sales,~~our ~~marketing~~products; ~~and~~● ~~manufacturing~~Establishing ~~capabilities, either through internal hiring or through contractual relationships with others. We expect to incur substantial losses for the foreseeable future as~~ a ~~result~~favorable ofcompetitive ~~anticipated increases in our research and development costs, including costs associated with conducting preclinical testing and clinical trials, and regulatory compliance activities~~position.

~~Our~~Many ~~ability~~of tothese ~~generate~~factors ~~revenues and achieve profitability~~ will depend on ~~numerous~~circumstances ~~factors,~~beyond ~~including~~our ~~success~~control. ~~in:~~We cannot assure you that we will ever become profitable.

·We ~~Developing~~expect ~~and~~to incur substantial additional operating expenses over the next several years as our research, development, pre-clinical testing, and clinical trial activities increase. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our first product has generated limited commercial revenue to date. Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the development of additional product candidates; ·the ~~Receiving~~successful ~~regulatory~~testing ~~approvals~~of our product in both in in vitro and in vivo trials; ·establishing ~~Commercializing~~manufacturing, ~~our~~sales, ~~products~~and marketing arrangements with third parties; ·and ~~Establishing~~raising asufficient ~~favorable~~funds ~~competitive~~to ~~position~~finance our activities. We might not succeed at any of these undertakings. If we are unsuccessful at some or all of these undertakings, our business, prospects, and results of operations may be materially adversely affected.

~~Many~~We offace ~~these~~intense ~~factors~~competition ~~will~~in ~~depend on~~the ~~circumstances~~markets ~~beyond~~targeted by our ~~control~~lead product. WeMany ~~cannot~~of ~~assure~~our ~~you~~competitors ~~that~~have substantially greater resources than we do, and we expect that all of our products will ~~ever~~face ~~become~~intense ~~profitable~~competition from existing or future drugs.

We expect tothat ~~incur~~all ~~substantial~~of ~~additional~~our ~~operating~~products ~~expenses~~will ~~over~~face ~~the~~intense ~~next~~competition ~~several~~from ~~years~~existing ~~as our research, development, pre-clinical testing,~~ and ~~clinical trial activities increase. The amount of~~ future ~~losses~~products ~~and~~marketed ~~when,~~by iflarge ~~ever, we will achieve profitability are uncertain~~companies. ~~Our~~These ~~first~~competitors ~~product~~may ~~has~~successfully ~~generated~~market ~~limited~~products ~~commercial~~that ~~revenue~~compete towith ~~date.~~our ~~Our ability to generate revenue and achieve profitability will depend on~~products, ~~among~~successfully ~~other~~identify ~~things, successful completion of the development of additional product candidates; the successful testing of our product in both in in vitro~~ and indevelop ~~vivo~~products ~~trials;~~earlier ~~establishing~~than ~~manufacturing,~~we ~~sales~~do, ~~and~~or ~~marketing~~develop ~~arrangements with~~products ~~third~~that ~~parties; and raising sufficient funds to finance our activities. We might not succeed at any of these undertakings. If we~~ are ~~unsuccessful~~more ateffective ~~some~~ or ~~all~~cost ofless ~~these~~than ~~undertakings,~~ our ~~business, prospects, and results of operations may be materially adversely affected~~products.

WeThese ~~face~~competitive ~~intense~~factors ~~competition~~could ~~in the~~require ~~markets~~us ~~targeted~~to byconduct ~~our~~substantial ~~lead~~new ~~product.~~research ~~Many~~and ofdevelopment ~~our~~activities ~~competitors~~to ~~have~~establish ~~substantially~~new ~~greater~~product ~~resources~~targets, ~~than~~which wewould ~~do,~~be costly and wetime ~~expect that~~consuming. ~~all~~These ofactivities ~~our~~would ~~products~~adversely ~~will~~affect ~~face~~our ~~intense~~ability ~~competition~~to ~~from~~commercialize ~~existing~~products orand ~~future~~achieve ~~drugs~~revenue and profits.

We expect that all of our products will face intense competition from existing and future products marketed by large companies. These competitors may successfully market products that compete with our products, successfully identify and develop products earlier than we do, or develop products that are more effective or cost less than our products.6

~~These~~Competition ~~competitive factors could require us to conduct substantial new research~~ and ~~development~~technological ~~activities~~change tomay ~~establish~~make ~~new product targets, which would be costly and time consuming. These activities would adversely affect~~ our ~~ability to commercialize~~ products and ~~achieve~~technologies ~~revenue~~less ~~and~~attractive ~~profits~~or obsolete.

~~Competition~~We compete with established pharmaceutical and food ~~technological~~additive companies that are pursuing other products for the same indications we are pursuing and that have greater financial and ~~change~~other resources. Other companies may ~~make~~succeed in developing products earlier than us, or developing products that are more effective than our products. Research and ~~technologies~~development ~~less~~by ~~attractive~~others may render our technology or products obsolete or noncompetitive or result in treatments or cures superior to any product we develop. We face competition from companies that internally develop competing technology or acquire competing technology from universities and other research institutions. As these companies develop their technologies, they may develop competitive positions that may prevent, make futile, or limit our product commercialization efforts, which would result in a decrease in the revenue we would be able to derive from the sale of any products.

~~We compete~~It ~~with~~is ~~established~~too ~~pharmaceutical~~early ~~and~~to ~~food~~determine ~~additive~~whether ~~companies~~our ~~that~~products ~~are~~will ~~pursuing~~be ~~other~~accepted ~~products~~by ~~for~~ the ~~same~~marketplace ~~indications~~as ~~we are~~readily ~~pursuing~~as ~~and~~these ~~that~~or ~~have greater financial and~~ other ~~resources~~competing treatments. ~~Other~~There ~~companies~~can ~~may~~be ~~succeed~~no inassurance ~~developing products earlier than us, or developing products~~ that ~~are~~3rd ~~more~~party ~~effective~~manufacturers ~~than our products. Research~~ and ~~development~~consumers bywill ~~others~~prefer ~~may render~~ our ~~technology or~~ products ~~obsolete or noncompetitive, or result in treatments or cures superior~~ to ~~any product we develop. We face competition from companies that internally develop~~ competing ~~technology~~products or acquire competing technology from universities and other research institutions. As these companies develop their technologies, they may develop competitive positions that may prevent, make futile, or limit our product commercialization efforts, which would result in ~~a decrease in~~ the ~~revenue we would be able to derive from the sale of any products~~market.

9Furthermore, the food additive industry is diverse, complex, and rapidly changing. By its nature, the business risks associated therewith are numerous and significant. The effects of competition, intellectual property disputes, and market acceptance preclude us from forecasting revenues or income with certainty or even confidence.

ItIf iswe ~~too~~fail ~~early~~ to ~~determine~~protect ~~whether~~ our ~~products~~intellectual ~~will~~property berights, ~~accepted~~our byability ~~the~~to ~~marketplace~~pursue asthe ~~readily~~development asof ~~these~~our ortechnologies ~~other competing treatments. There can be no assurance that third party manufacturers~~ and ~~consumers will prefer our~~ products towould ~~competing~~be ~~products~~negatively ~~in the market~~affected.

~~Furthermore,~~Our ~~the~~success ~~nutraceutical~~will ~~and food~~depend ~~additive~~in ~~industries~~part ~~are~~on ~~diverse,~~our ~~complex,~~ability ~~and~~to ~~rapidly~~protect ~~changing~~our intellectual property. ByThis ~~its~~is ~~nature~~done, ~~the~~in ~~business~~part, ~~risks~~by ~~associated~~obtaining ~~therewith~~patents ~~are numerous~~and trademarks and ~~significant.~~then ~~The~~maintain ~~effects~~adequate protection of ~~competition~~our technologies, tradenames and products. If we do not adequately protect our intellectual property ~~disputes~~, competitors may be able to use our technologies to produce and market ~~acceptance~~products ~~preclude~~in direct competition with us ~~from~~and ~~forecasting revenues~~erode orour ~~income~~competitive ~~with~~advantage. ~~certainty~~Some orforeign ~~even~~countries ~~confidence~~lack rules and methods for defending intellectual property rights and do not protect proprietary rights to the same extent as the United States. Many companies have had difficulty protecting their proprietary rights in these foreign countries. We may not be able to prevent misappropriation of our proprietary rights.

IfWe weare ~~fail~~currently seeking patent protection for numerous processes and finished products. However, the patent process is subject to ~~protect~~numerous ~~our~~risks ~~intellectual property~~and ~~rights~~uncertainties, and there can be no assurance that we will be successful in protecting our ~~ability~~products toby ~~pursue~~obtaining and defending patents. These risks and uncertainties include the ~~development~~following: ofpatents that may be issued or licensed may be challenged, invalidated, or circumvented, or otherwise may not provide any competitive advantage; our competitors, many of which have substantially greater resources than us and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our ability to make, use, and sell our potential products ~~would~~either in the United States or in international markets; there may be ~~negatively~~significant ~~affected~~pressure on the United States government and other international governmental bodies to limit the scope of patent protection both inside and outside the United States for treatments that prove successful as a matter of public policy regarding worldwide health concerns; countries other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products.

~~Our~~Moreover, ~~success~~any ~~will~~patents ~~depend~~issued into ~~part on~~us ~~our~~may ~~ability~~not toprovide us ~~protect~~with ~~our~~meaningful ~~intellectual~~protection, ~~property.~~or ~~This~~others ismay ~~done~~challenge, ~~in part~~circumvent, byor ~~obtaining~~narrow our patents. ~~and~~Third ~~trademarks~~parties ~~and~~may ~~then~~also ~~maintain~~independently develop ~~adequate~~products ~~protection~~similar ofto our ~~technologies~~products, ~~tradenames~~duplicate ~~and~~our unpatented products. Ifor wedesign doaround ~~not~~any ~~adequately~~patents ~~protect~~on ~~our~~products ~~intellectual~~we ~~property,~~develop. ~~competitors~~Additionally, ~~may~~extensive betime ~~able~~is torequired ~~use~~for ~~our~~development, ~~technologies~~testing ~~to produce~~ and ~~market~~regulatory ~~products~~review inof ~~direct~~a ~~competition~~potential ~~with~~product. usWhile ~~and~~extensions ~~erode~~of ~~our~~patent ~~competitive~~term ~~advantage.~~due ~~Some~~to ~~foreign~~regulatory ~~countries~~delays ~~lack~~may ~~rules~~be ~~and~~available, ~~methods~~it ~~for~~is ~~defending~~possible ~~intellectual~~that, ~~property~~before ~~rights~~any ~~and~~of doour ~~not~~product ~~protect~~candidates ~~proprietary~~can ~~rights to~~be ~~the~~commercialized, ~~same~~any ~~extent~~related aspatent, even ~~the~~with ~~United~~an ~~States.~~extension, ~~Many~~may ~~companies~~expire ~~have~~or ~~had~~remain ~~difficulty protecting their proprietary rights~~ in ~~these~~force ~~foreign countries.~~for Weonly ~~may~~a ~~not~~short beperiod ~~able~~following tocommercialization, ~~prevent~~thereby ~~misappropriation~~reducing any advantages of ~~our~~the ~~proprietary rights~~patent.

~~We are~~In ~~currently~~addition, ~~seeking~~the ~~patent~~United ~~protection~~States ~~for~~Patent ~~numerous processes~~ and ~~finished~~Trademark ~~products.~~Office ~~However,~~ (the ~~patent~~“PTO”) ~~process is subject to numerous risks~~ and ~~uncertainties,~~patent ~~and~~offices ~~there can be no assurance that we will be successful~~ in ~~protecting~~other ~~our~~jurisdictions ~~products~~have byoften ~~obtaining and~~required ~~defending patents. These risks and uncertainties include the following: patents~~ that ~~may~~patent beapplications ~~issued~~concerning orbiotechnology-related ~~licensed~~inventions ~~may~~ be ~~challenged, invalidated,~~limited or ~~circumvented,~~narrowed ~~or otherwise may not provide any competitive advantage; our competitors, many of which have~~ substantially ~~greater~~ resources than us and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our ability to ~~make,~~cover ~~use,~~only ~~and sell our potential products either in~~ the ~~United~~specific ~~States~~innovations orexemplified in ~~international markets; there may be significant pressure on~~ the ~~United~~patent ~~States~~application, ~~government~~thereby ~~and other~~limiting ~~international governmental bodies to limit~~ the scope of ~~patent~~ protection ~~both~~against ~~inside~~competitive ~~and~~challenges. ~~outside~~Thus, ~~the~~even ~~United~~if ~~States~~we ~~for~~or ~~treatments that~~our ~~prove~~licensors ~~successful~~are asable ato ~~matter~~obtain ofpatents, ~~public policy regarding worldwide health concerns; countries other than~~ the ~~United~~patents ~~States~~ may ~~have~~be ~~less~~substantially ~~restrictive~~narrower ~~patent laws~~ than ~~those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products~~anticipated.

Moreover, any patents issued to us may not provide us with meaningful protection, or others may challenge, circumvent or narrow our patents. Third parties may also independently develop products similar to our products, duplicate our unpatented products or design around any patents on products we develop. Additionally, extensive time is required for development, testing and regulatory review of a potential product. While extensions of patent term due to regulatory delays may be available, it is possible that, before any of our product candidates can be commercialized, any related patent, even with an extension, may expire or remain in force for only a short period following commercialization, thereby reducing any advantages of the patent.7

~~In addition,~~Our ~~the~~success ~~United~~depends ~~States~~in ~~Patent~~part ~~and~~on ~~Trademark~~patent ~~Office~~applications ~~(the~~that ~~"PTO")~~are ~~and~~licensed ~~patent~~exclusively ~~offices~~to inus and other ~~jurisdictions~~patents ~~have~~to ~~often required~~which ~~that~~we ~~patent~~may ~~applications~~obtain ~~concerning~~assignment ~~biotechnology-related~~or ~~inventions~~licenses. We may not be ~~limited~~aware, however, of all patents, published applications or ~~narrowed~~published ~~substantially~~literature tothat ~~cover~~may ~~only the~~affect ~~specific~~our ~~innovations~~business ~~exemplified~~either inby ~~the~~blocking ~~patent~~our ~~application~~ability to commercialize our product candidates, ~~thereby~~by ~~limiting~~preventing the ~~scope~~patentability of ~~protection~~our ~~against~~product ~~competitive~~candidates ~~challenges. Thus~~to us or our licensors, ~~even~~or ifby wecovering the same or ~~our~~similar ~~licensors~~technologies ~~are~~that ~~able~~may toinvalidate ~~obtain~~our patents, limit the ~~patents~~scope ~~may~~of beour ~~substantially~~future ~~narrower~~patent ~~than~~claims ~~anticipated~~or adversely affect our ability to market our product candidates.

~~Our~~In ~~success~~addition ~~depends~~to inpatents, ~~part~~we rely on ~~patent applications~~a ~~that~~combination ~~are~~of ~~licensed~~trade ~~exclusively~~secrets, toconfidentiality, usnondisclosure and other ~~patents~~contractual toprovisions, ~~which~~and wesecurity ~~may~~measures ~~obtain~~to ~~assignment~~protect orour ~~licenses~~confidential and proprietary information. WeThese measures may not ~~be aware,~~adequately ~~however,~~protect ofour ~~all~~trade ~~patents,~~secrets ~~published applications~~ or ~~published~~other ~~literature~~proprietary ~~that~~information. ~~may~~If ~~affect~~they ~~our~~do ~~business~~not ~~either~~adequately byprotect ~~blocking~~ our ~~ability~~rights, tothird ~~commercialize~~parties ~~our~~could ~~product~~use ~~candidates~~our technology, byand ~~preventing~~we ~~the~~could ~~patentability~~lose ofany ~~our~~competitive ~~product~~advantage ~~candidates~~we tomay ushave. orIn ~~our licensors~~addition, or byothers ~~covering~~may ~~the~~independently ~~same~~develop or similar ~~technologies~~proprietary ~~that~~information ~~may~~or ~~invalidate~~techniques ~~our~~or ~~patents,~~otherwise ~~limit~~gain ~~the~~access ~~scope~~to of our ~~future~~trade ~~patent~~secrets, ~~claims~~which ~~or adversely~~could ~~affect~~impair ~~our~~any ~~ability~~competitive toadvantage ~~market~~we ~~our~~may ~~product candidates~~have.

10Patent protection and other intellectual property protection is crucial to the success of our business and prospects, and there is a substantial risk that such protections will prove inadequate.

InIf ~~addition~~testing toor ~~patents,~~clinical wetrials ~~rely~~for ~~on a combination of trade secrets, confidentiality, nondisclosure and other contractual provisions, and security measures to protect~~ our ~~confidential~~product ~~and~~candidates ~~proprietary~~are ~~information.~~unsuccessful ~~These measures may not adequately protect our trade secrets~~ or ~~other proprietary information. If they do not adequately protect our rights~~delayed, ~~third parties could use our technology, and~~ we ~~could~~will ~~lose~~be ~~any~~unable ~~competitive advantage we may have. In addition, others may independently develop similar proprietary information or techniques or otherwise gain access~~ to meet our ~~trade~~anticipated ~~secrets,~~development ~~which~~and ~~could~~commercialization ~~impair any competitive advantage we may have~~timelines.

~~Patent~~We ~~protection~~rely and ~~other~~expect ~~intellectual property~~to ~~protection~~continue isto ~~crucial~~rely on third parties, including clinical research organizations and outside consultants, to ~~the~~conduct, ~~success~~supervise or monitor some or all aspects of testing or clinical trials involving our ~~business~~product candidates. We have less control over the timing and ~~prospects,~~other aspects of testing or clinical trials than if we performed the monitoring and ~~there~~supervision isentirely on our own. Third parties may not perform their responsibilities for our testing or clinical trials on our anticipated schedule or, for clinical trials, consistent with a ~~substantial~~clinical ~~risk~~trial protocol. Delays in preclinical and clinical testing could significantly increase our product development costs and delay product commercialization. In addition, many of the factors that ~~such~~may ~~protections will~~cause, ~~prove~~or ~~inadequate~~lead to, a delay in the clinical trials may also ultimately lead to denial of regulatory approval of a product candidate.

IfThe ~~testing~~commencement orof clinical trials ~~for~~ ~~our~~can ~~product~~be ~~candidates are unsuccessful or~~ delayed, wefor ~~will~~a bevariety ~~unable~~of toreasons, ~~meet~~including ~~our~~delays ~~anticipated development and commercialization timelines.~~in:

We● ~~rely~~demonstrating ~~and~~sufficient ~~expect~~safety toand ~~continue~~efficacy to ~~rely~~ onobtain ~~third~~regulatory ~~parties,~~approval ~~including clinical research organizations and outside consultants,~~ to ~~conduct,~~commence supervise or monitor some or all aspects of testing or clinical trials involving our product candidates. We have less control over the timing and other aspects of testing or clinical trials than if we performed the monitoring and supervision entirely on our own. Third parties may not perform their responsibilities for our testing or clinical trials on our anticipated schedule or, for clinical trials, consistent with a clinical trial protocol. Delays in preclinical and clinical testing could significantly increase our product development costs and delay product commercialization. In addition, many of the factors that may cause, or lead to, a delay in the clinical trials may also ultimately lead to denial of regulatory approval of a product candidate.;

~~The~~● ~~commencement~~reaching ofagreement ~~clinical~~on ~~trials~~acceptable ~~can~~terms bewith ~~delayed~~prospective ~~for~~contract aresearch ~~variety of~~organizations ~~reasons,~~and ~~including~~trial ~~delays in:~~sites;

·● demonstrating sufficient safety and efficacy to obtain regulatory approval to commence a clinical trial; · reaching agreement on acceptable terms with prospective contract research organizations and trial sites; · manufacturing sufficient quantities of a product candidate; and ~~· obtaining institutional review board approval to conduct a clinical trial at a prospective site.~~

~~Once~~● aobtaining ~~clinical~~institutional ~~trial~~review ~~has~~board ~~begun, it~~approval ~~may~~to beconduct ~~delayed,~~a ~~suspended~~clinical ortrial ~~terminated~~at ~~due to~~ a ~~number~~prospective ~~of factors, including:~~site.

·Once ~~ongoing~~a ~~discussions with the FDA or other regulatory authorities regarding the scope or design of our~~ clinical ~~trials;~~trial ·has ~~failure~~begun, toit ~~conduct~~may ~~clinical~~be ~~trials~~delayed, insuspended ~~accordance with regulatory requirements; · lower than anticipated recruitment~~ or ~~retention~~terminated ~~rate~~due ~~of patients in clinical trials; · lack of adequate funding~~ to ~~continue~~a ~~clinical~~number ~~trials; or · negative results~~ of ~~clinical~~factors, ~~trials~~including:

If● ~~clinical~~ongoing ~~trials~~discussions ~~are~~with ~~unsuccessful, and~~the weFDA ~~are~~or ~~not~~other ~~able to obtain~~ regulatory ~~approvals~~authorities ~~for~~regarding ~~our~~the ~~product~~scope ~~candidates~~or ~~under~~design ~~development,~~of ~~we will not be able to commercialize these products, and therefore may not be able to generate sufficient revenues to support~~ our ~~business.~~clinical trials;

If● wefailure ~~are unable~~ to ~~hire~~conduct ~~additional~~clinical ~~qualified~~trials ~~personnel,~~in ~~our ability~~accordance towith ~~grow~~regulatory ~~our business may be harmed.~~requirements;

~~Over~~● ~~time~~lower wethan ~~will~~anticipated ~~need~~recruitment toor ~~hire~~retention ~~additional qualified~~rate ~~personnel~~of ~~with~~patients ~~expertise~~ in clinical testing, clinical research and testing, government regulation, formulation and manufacturing, financial matters and sales and marketing. We compete for qualified individuals with numerous biopharmaceutical companies, universities and other research institutions. Competition for such individuals is intense, and we cannot be certain that our search for such personnel will be successful. Attracting and retaining qualified personnel will be critical to our success.trials;

~~Data~~● ~~provided~~lack byof ~~collaborators and~~adequate ~~others~~funding ~~upon which we rely that has not been independently verified could turn out~~ to becontinue ~~false,~~clinical ~~misleading,~~trials; or ~~incomplete.~~

11● negative results of clinical trials

WeIf ~~rely~~clinical ontrials ~~third-party~~are ~~vendors~~unsuccessful, ~~scientists,~~ and ~~collaborators~~we toare ~~provide~~not usable ~~with~~to ~~significant~~obtain ~~data~~regulatory ~~and~~approvals ~~other~~for ~~information~~our ~~related~~product tocandidates ~~our~~under ~~projects~~development, ~~clinical~~we ~~trials, and~~will ~~our~~not ~~business.~~be Ifable ~~such~~to ~~third~~commercialize ~~parties~~these ~~provide inaccurate~~products, ~~misleading,~~and ortherefore ~~incomplete~~may ~~data,~~not ~~our~~be ~~business,~~able ~~prospects,~~to ~~and~~generate ~~results of~~sufficient ~~operations~~revenues ~~could~~to besupport ~~materially~~our ~~adversely affected~~business.

~~Successful development of future products is uncertain.~~8

~~Our~~If ~~development~~we ofare ~~current~~unable ~~and future product candidates is subject~~ to ~~the~~hire ~~risks~~additional ofqualified ~~failure and delay inherent in the development of new biotech products~~personnel, ~~including: delays~~our inability ~~product development, clinical testing, or manufacturing; unplanned expenditures in product development, clinical testing, or manufacturing; failure~~ to ~~receive~~grow ~~regulatory~~our ~~approvals;~~business ~~emergence~~may ofbe ~~superior or equivalent products; inability to manufacture on its own, or through any others, product candidates on a commercial scale; and failure to achieve market acceptance~~harmed.

IfOver atime ~~significant~~we ~~portion~~will ofneed ~~these development~~to ~~efforts~~hire ~~are~~additional ~~not~~qualified ~~successfully~~personnel ~~completed,~~with ~~required~~expertise ~~regulatory~~in ~~approvals~~clinical ~~are~~testing, ~~not~~clinical ~~obtained~~research orand ~~any~~testing, ~~approved~~government ~~products~~regulation, ~~are not~~formulation ~~commercially~~and ~~successfully~~manufacturing, ~~our~~financial ~~business~~matters and sales and marketing. We compete for qualified individuals with numerous biopharmaceutical companies, ~~financial~~universities ~~condition~~and other research institutions. Competition for such individuals is intense, and ~~results~~we ofcannot ~~operations~~be ~~may~~certain that our search for such personnel will be ~~materially~~successful. ~~harmed~~Attracting and retaining qualified personnel will be critical to our success.

WeData ~~may~~provided ~~never~~by ~~obtain~~collaborators ~~the~~and ~~regulatory approvals~~others upon which we ~~need~~rely tothat ~~market~~has ~~some~~not ofbeen ~~our~~independently ~~product~~verified ~~candidates~~could turn out to be false, misleading, or incomplete.

~~Following~~We ~~completion~~rely ofon ~~clinical trials,~~third-party ~~the results are evaluated and~~vendors, ~~depending on the outcome~~scientists, ~~may~~and becollaborators ~~submitted~~ to ~~the~~provide ~~FDA~~us inwith ~~the~~significant ~~form~~data ofand another ~~NDA~~information inrelated ~~order~~ to ~~obtain~~ ~~approval to commence commercial marketing using the desired claims. While FDA approval will not be required to sell~~ our ~~products~~ projects, inclinical ~~order to make certain health-related claims~~trials, ~~FDA~~and ~~approval~~our ~~may be required~~business. InIf ~~responding~~such tothird anparties ~~NDA,~~provide ~~the FDA may require additional testing or information~~inaccurate, ~~may require that the product labeling be modified~~misleading, ~~may impose post-approval study~~ or ~~reporting requirements~~incomplete ~~or other restrictions on product distribution~~data, orour ~~may deny the application. The FDA has established performance goals for review of NDAs - six months for priority applications and ten months for standard applications. However~~business, ~~the FDA is not required to complete its review within these time periods. The timing of final FDA review and action varies greatly~~prospects, ~~but can take years in some cases~~ and ~~may~~results ~~involve the input~~ of anoperations ~~FDA~~could ~~advisory~~be ~~committee~~materially ofadversely ~~outside experts~~affected.

ToSuccessful ~~date,~~development ~~we have not submitted an NDA to the FDA or an equivalent application to any foreign regulatory authorities for any~~ of ~~our~~future ~~product~~products ~~candidates~~is ~~and have no immediate plans to do so~~uncertain.

ItOur isdevelopment ~~possible~~of ~~that~~current ~~none~~and offuture ~~our~~ product ~~claims~~candidates ~~will~~is besubject ~~approved~~to ~~for~~the ~~marketing.~~risks ~~Failure~~of tofailure ~~obtain~~and ~~regulatory~~delay ~~approvals~~inherent in the development of new biotech products, orincluding: delays in ~~obtaining~~product ~~regulatory approvals~~development, ~~may~~ ~~adversely~~clinical ~~affect~~testing, ~~the~~or ~~successful~~manufacturing; ~~commercialization~~unplanned ofexpenditures ~~any~~in ~~products~~product wedevelopment, ~~develop~~clinical testing, ~~may~~or ~~impose~~manufacturing; ~~additional~~failure ~~costs~~to onreceive usregulatory approvals; emergence of superior or ~~our~~equivalent ~~collaborators, may~~products; ~~diminish~~inability ~~any~~to ~~competitive~~manufacture ~~advantages~~on ~~that~~its weown, or ~~our~~through ~~partners~~any ~~may attain~~others, ~~and/or~~product ~~may~~candidates ~~adversely~~on ~~affect~~a ~~our~~commercial ~~receipt~~scale; ofand ~~revenues or~~failure ~~royalties~~to achieve market acceptance.

~~Even~~Because ifof wethese ~~obtain~~risks, ~~regulatory approval~~our toresearch ~~make~~and ~~market~~development ~~claims~~efforts ~~about~~may ~~our~~not result in any commercially viable products. If a significant portion of these development efforts are not successfully completed, ~~our~~required regulatory approvals are not obtained or any approved products ~~may~~are not becommercially ~~accepted~~successfully, byour ~~the~~business, ~~market~~financial condition, and results of operations may be materially harmed.

~~Even~~We ~~if we receive regulatory approval to make specific marketing claims for one or more of our products, consumers~~ may ~~not~~never ~~accept~~obtain ~~it or use it. Acceptance and use of our products will depend upon a number of factors including: perceptions by members of~~ the ~~health~~regulatory ~~care~~approvals ~~community,~~we ~~including~~need ~~physicians, about~~to ~~the~~market ~~safety~~some ~~and effectiveness~~ of our ~~products; cost-effectiveness of our~~ product ~~relative to competing products; and effectiveness of marketing and distribution efforts by us and our licensees and distributors, if any~~candidates.

IfFollowing wecompletion ~~fail~~of toclinical ~~establish marketing~~trials, ~~sales~~ the results are evaluated and, ~~distribution~~depending ~~capabilities~~on the outcome, ormay ~~fail~~be submitted to ~~enter~~the ~~into~~FDA ~~arrangements~~in ~~with~~the ~~third~~form ~~parties,~~of wean NDA in order to obtain approval to commence commercial marketing using the desired claims. While FDA approval will not be ~~able~~required to ~~create~~sell aour ~~market for~~products, ~~our~~in order to make certain health-related claims, FDA approval may be required. In responding to an NDA, the FDA may require additional testing or information, may require that the product ~~candidates~~labeling be modified, may impose post-approval study or reporting requirements or other restrictions on product distribution, or may deny the application. The FDA has established performance goals for review of NDAs - six months for priority applications and ten months for standard applications. However, the FDA is not required to complete its review within these time periods. The timing of final FDA review and action varies greatly, but can take years in some case and may involve the input of an FDA advisory committee of outside experts.

~~Our~~To ~~sales strategy is to control~~date, ~~directly~~we orhave ~~through~~not ~~contracted~~submitted ~~third~~an ~~parties,~~NDA ~~all~~to ~~or most aspects of~~ the ~~product~~FDA ~~development process, including marketing, sales and distribution. In order to generate sales of our products, we must either acquire~~ or ~~develop~~ an ~~internal marketing~~equivalent ~~and~~application ~~sales force with technical expertise and with supporting distribution capabilities or make arrangements with third parties~~ to ~~perform~~any ~~these~~foreign ~~services~~regulatory authorities for ~~us.~~any ~~The acquisition or development~~ of ~~a sales and distribution infrastructure would require substantial resources, which may divert the attention of~~ our ~~management and key personnel and defer our~~ product ~~development~~ ~~efforts~~candidates. To the extent that we enter into marketing and sales arrangements with other companies, our revenues will depend on the efforts of others. These efforts may not be successful. If we fail to develop adequate sales, marketing and distribution channels, or enter into arrangements with third parties, we will experience delays in product sales and incur increased costs.

12It is possible that none of our product claims will be approved for marketing. Failure to obtain regulatory approvals, or delays in obtaining regulatory approvals, may adversely affect the successful commercialization of any products we develop, may impose additional costs on us or our collaborators, may diminish any competitive advantages that we or our partners may attain, and/or may adversely affect our receipt of revenues or royalties.

~~The~~Even ~~establishment~~if ofwe aobtain ~~marketing, sales,~~regulatory ~~and~~approval ~~distribution~~to ~~capability~~make ~~would~~market ~~significantly~~claims ~~increase~~about our ~~costs~~products, ~~possibly~~our ~~requiring~~products ~~substantial additional capital. In addition, there is intense competition for proficient sales and marketing personnel, and we~~ may not be ~~able~~accepted toby ~~attract individuals who have~~ the ~~qualifications necessary to~~ market~~, sell, and distribute our products~~.

WeEven ~~face~~if ~~the~~we ~~risk~~receive ofregulatory ~~product~~approval ~~liability~~to make specific marketing claims ~~and~~for one or more of our products, consumers may not beaccept ~~able~~ it or use it. Acceptance and use of our products will depend upon a number of factors including: perceptions by members of the health care community, including physicians, about the safety and effectiveness of our products; cost-effectiveness of our product relative to ~~obtain~~competing ~~insurance~~products; and effectiveness of marketing and distribution efforts by us and our licensees and distributors, if any.

Our business exposes us to the risk of product liability claims that are inherent in the development of consumer products. If the use of one of our products harms people, we may be subject to costly and damaging product liability claims brought against us by clinical trial participants, consumers, or others selling our products. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators. We currently do not carry clinical trial insurance or product liability insurance. We intend to obtain such insurance in the future. We cannot predict all of the possible harms or side effects that may result and, therefore, the amount of insurance coverage we hold now or in the future may not be adequate to cover all liabilities we might incur. If we are unable to obtain insurance at an acceptable cost or otherwise protect against potential product liability claims, we will be exposed to significant liabilities, which may materially and adversely affect our business and financial position. If we are sued for any injury allegedly caused by our or our collaborators' products, our liability could exceed our total assets and our ability to pay the liability. A product liability claim or series of claims brought against us would decrease our cash and could cause our stock price to fall.9

~~Farming~~If we fail to establish marketing, sales and ~~Agriculture~~distribution ~~Represents~~capabilities, aor ~~Significant Aspect~~fail ofto ~~our~~enter ~~Operations~~into ~~Which~~arrangements ~~Can~~with Bethird ~~Affected~~parties, bywe ~~Adverse~~will ~~Weather~~not ~~Conditions~~be able to create a market for our product candidates.

~~The~~Our ~~manufacture~~sales ofstrategy ~~our~~is ~~products~~to ~~relies~~control, ondirectly ~~the use~~or ofthrough ~~live~~contracted ~~plant~~third ~~material~~parties, ~~that~~all ~~requires~~or ~~our~~most ~~production~~aspects ~~facility~~of tothe beproduct ~~located~~development ~~adjacent~~process, including marketing, sales and distribution. In order to ~~the~~generate ~~source~~sales of ~~raw~~our ~~materials. Accordingly~~products, it iswe ~~impractical~~must ineither ~~most~~acquire ~~instances~~or todevelop ~~import~~an ~~raw~~internal ~~materials~~marketing ~~for~~and ~~production~~sales inforce ~~the~~with ~~event~~technical ~~natural~~expertise ~~disasters~~and orwith ~~adverse~~supporting ~~weather~~distribution ~~affects our~~capabilities ~~crops.~~or ~~Hail,~~make ~~drought,~~arrangements ~~flooding~~with ~~and~~third ~~fires~~parties ~~are~~to ~~potential~~perform ~~risks~~these inservices ~~our~~for ~~area,~~us. ~~any~~The acquisition or development of a ~~combination~~sales ofand distribution infrastructure would require substantial resources, which ~~could~~may ~~impact~~divert the attention of our ~~ability to~~management ~~harvest~~and ~~raw~~key ~~materials~~personnel and ~~produce~~defer our ~~extracts~~product development efforts. WeTo dothe ~~not~~extent ~~carry~~that ~~insurance~~we ~~covering~~enter ~~crop~~into ~~failure~~marketing orand ~~business~~sales ~~interruption~~arrangements ~~due to~~with ~~weather~~other orcompanies, ~~disaster~~our revenues will depend on the efforts of others. AsThese aefforts ~~result,~~may ifnot webe ~~are~~successful. ~~unable~~If we fail to ~~harvest~~develop adequate sales, itmarketing ~~could~~and ~~have~~distribution achannels, ~~material~~or ~~adverse~~enter ~~effect~~into onarrangements ~~our~~with ~~ability~~third toparties, ~~satisfy customer~~we ~~demands~~will experience delays in product sales and ~~generate~~incur ~~revenues~~increased costs.

~~Our~~The ~~Primary~~establishment ~~Operations~~of ~~are~~a inmarketing, ~~South~~sales, ~~Africa Which~~and ~~Does~~distribution ~~Not~~capability ~~Presently~~would ~~Have~~significantly ~~Stable~~increase ~~Utilities~~our ~~Infrastructure~~costs, possibly requiring substantial additional capital. In addition, there is intense competition for proficient sales and ~~Which~~marketing ~~Also~~personnel, ~~Can~~and Bewe ~~Affected~~may bynot ~~Escalating~~be ~~Labor~~able ~~Rates~~to attract individuals who have the qualifications necessary to market, sell, and ~~Other Overhead~~distribute our products.

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

~~EMPLOYEES~~Our business exposes us to the risk of product liability claims that are inherent in the development of consumer products. If the use of one of our products harms people, we may be subject to costly and damaging product liability claims brought against us by clinical trial participants, consumers, or others selling our products. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators. We currently do not carry clinical trial insurance or product liability insurance. We intend to obtain such insurance in the future. We cannot predict all of the possible harms or side effects that may result and, therefore, the amount of insurance coverage we hold now or in the future may not be adequate to cover all liabilities we might incur. If we are unable to obtain insurance at an acceptable cost or otherwise protect against potential product liability claims, we will be exposed to significant liabilities, which may materially and adversely affect our business and financial position. If we are sued for any injury allegedly caused by our or our collaborators’ products, our liability could exceed our total assets and our ability to pay the liability. A product liability claim or series of claims brought against us would decrease our cash and could cause our stock price to fall.

~~The Company,~~Farming ~~including subsidiaries, currently employs between 180-250 full time employees (depending on the season), of which 15 are engaged in management~~ and ~~operations,~~Agriculture ~~with~~Represents ~~the~~a ~~remainder~~Significant inAspect ~~farming, maintenance and operating the factory. Management expects to increase the number~~ of ~~employees~~our ~~engaged~~Operations inWhich ~~production~~Can inBe ~~the~~Affected ~~coming~~by ~~months~~Adverse ~~and~~Weather ~~as the factory increases production. We assess employee relations to be excellent.~~Conditions

13The manufacture of our products relies on the use of live plant material that requires our production facility to be located adjacent to the source of raw materials. Accordingly, it is impractical in most instances to import raw materials for production in the event natural disasters or adverse weather affects our crops. Hail, drought, flooding and fires are potential risks in our area, any or a combination of which could impact our ability to harvest raw materials and produce our extracts. We do not carry insurance covering crop failure or business interruption due to weather or disaster. As a result, if we are unable to harvest, it could have a material adverse effect on our ability to satisfy customer demands and generate revenues.

~~ITEM~~Our 1Primary B.Operations ~~UNRESOLVED~~are ~~STAFF~~in ~~COMMENTS~~South Africa Which Does Not Presently Have Stable Utilities Infrastructure and Which Also Can Be Affected by Escalating Labor Rates and Other Overhead

~~None~~Our production facility is located in rural South Africa. In recent years, South Africa in general has suffered from an unstable utilities infrastructure that, as a result, can cause temporary power blackouts. Since our factory is connected to the municipal power grid, a loss of power for an extended period of time can result in the loss of any product currently in production. Repetitive instances of power loss could materially impact our ability to produce finished products and impact our ability to continue as a going concern. We are in the process of installing backup generators to protect against power interruption, but these will not be operational until later in 2015. In addition, the South African legislation has the authority to regulate the wages paid to laborers and, in the past, has increased the base labor rates dramatically and without notice. While most of the farm labor we use is contracted through third parties, a sudden, significant increase in labor rates could have a short-term effect on our cost to produce finished goods and impact our cash flows.

~~ITEM 2. PROPERTIES~~10

The Company, through its subsidiary, Dunn Roman Holdings, controls notarial leases in South Africa encompassing over 3,300 hectares (approx. 8,150 acres) of tea plantations, farms and associated buildings. Of this amount, 285 hectares have been returned to full tea production with another 165 presently undergoing rejuvenation so that total tea production will be approximately 450 hectares (1,100 acres) for the 2016/2017 production season. The remaining property includes housing, roads, timber, water retention, etc.EMPLOYEES

The Company, ~~also~~including ~~leases~~subsidiaries, ~~office~~currently ~~space~~employs approximately 180 full time employees, of which 85 are engaged in ~~London~~farming, ~~England~~ maintenance and ~~White~~operating ~~River~~the factory, ~~South~~and ~~Africa~~15 in management and operations. Management expects to increase the number of employees engaged in production in the coming months and the factory increases production. We assess employee relations to be excellent.

WeITEM 1 ~~believe~~B. ~~that~~UNRESOLVED ~~our~~STAFF ~~existing facilities are suitable and adequate to meet our current business requirements.~~COMMENTS

~~ITEM 3~~None. ~~LEGAL PROCEEDINGS~~

~~None~~ITEM 2. PROPERTIES

~~ITEM~~The 4Company, through its subsidiary, Dunn Roman Holdings, controls notarial leases in South Africa encompassing 8,000 acres of tea plantations, farms, and associated buildings. ~~MINING~~The ~~SAFETY~~Company also ~~DISCLOSURES~~leases office space in London, England, Phoenix, Arizona and White River, Mpumalanga, South Africa.

~~Not~~We ~~applicable~~believe that our existing facilities are suitable and adequate to meet our current business requirements.

~~PART~~ITEM 3. IILEGAL PROCEEDINGS

~~ITEM 5~~None. ~~MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~Shares of the Company's common stock are quoted and traded from time to time on the OTC~~ITEM 4.BB ~~with~~MINING ~~the~~SAFETY trading symbol "PLPL." The following table sets forth the high and low bid information for the Company’s common stock for each quarter within the two fiscal years. The prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.DISCLOSURES

Quarter Ending	Quarterly High	Quarterly Low
9/30/2013 12/31/2013 3/31/2014 6/30/2014	$0.82 $0.60 $3.12 $1.08	$0.40 $0.12 $0.21 $0.28
9/30/2014	$0.60	$0.23
12/31/2014	$0.44	$0.26
3/31/2015	$0.32	$0.22
6/30/2015	$0.28	$0.21

Not applicable.

~~Secondary trading of our shares may be subject to certain state imposed restrictions.~~11

~~The~~PART ability of individual shareholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state.II

~~From~~ITEM 5. ~~time-to-time~~MARKET weFOR ~~may~~COMMON ~~grant options or warrants~~EQUITY, or ~~promise~~RELATED ~~registration~~STOCKHOLDER ~~rights~~MATTERS toAND ~~certain~~ISSUER ~~shareholders.~~PURCHASES WeOF ~~have~~EQUITY ~~no control over the number of shares of our common stock that our shareholders sell. The price of our common stock may be adversely affected if large amounts are sold in a short period of time.~~SECURITIES

14Shares of the Company’s common stock are quoted and traded from time to time on the OTC.BB with the trading symbol “PLPL.” The following table sets forth the high and low bid information for the Company’s common stock for each quarter within the two fiscal years. The prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule.

Quarter Ending	Quarterly High	Quarterly Low
3/31/2016	$0.07	$0.04
6/30/2016	$0.07	$0.03
9/30/2016	$0.04	$0.01
12/31/2016	$0.05	$0.01
3/31/2015	$0.32	$0.22
6/30/2015	$0.28	$0.21
9/30/2015	$0.24	$0.12
12/31/2015	$0.11	$0.05

~~Section~~Secondary ~~15(g)~~trading ~~sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition~~ of ~~penny~~our ~~stock~~shares asmay ~~that~~be ~~used~~subject into ~~Rule~~certain ~~3a51-1~~state ofimposed ~~the Exchange Act~~restrictions.

The ~~SEC~~ability ~~generally~~of ~~defines~~individual ~~penny~~shareholders ~~stock~~ to ~~be any~~trade ~~equity~~their ~~security~~shares ~~that~~in ~~has~~ a ~~market~~particular ~~price~~state ~~less~~may ~~than~~be ~~$5.00 per share,~~ subject to ~~certain~~various ~~exceptions.~~rules ~~Rule~~and ~~3a51-1~~regulations ~~provides~~of that ~~any~~ ~~equity~~state. ~~security~~A isnumber ~~considered~~of tostates berequire ~~a penny stock unless~~ that ~~security~~an ~~is:~~issuer’s ~~registered and traded on a national~~ securities ~~exchange meeting~~be ~~specified criteria set by the SEC; authorized for quotation on the NASDAQ Stock Market; issued by a~~ registered ~~investment company;~~in ~~excluded~~their ~~from~~state ~~the definition on the basis of price (at least $5.00 per share)~~ or ~~the~~appropriately ~~issuer's net tangible assets; or~~ exempted from ~~the~~registration ~~definition~~before by the ~~SEC.~~securities ~~Broker-dealers~~are ~~who~~permitted ~~sell penny stocks~~ to ~~persons~~trade ~~other than established customers and accredited investors (generally persons with assets~~ in ~~excess~~that ~~of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements~~state.

~~For~~From ~~transactions covered by these rules, broker~~time-~~dealers must~~to-time ~~make~~we amay ~~special~~grant ~~suitability~~options ~~determination~~or ~~for the purchase of such securities and must have received the purchaser's written~~warrants ~~consent~~or topromise ~~the~~registration ~~transaction~~rights ~~prior~~ to ~~the~~certain ~~purchase~~shareholders. ~~Additionally,~~We ~~for~~have ~~any~~no ~~transaction~~control ~~involving~~over ~~a penny stock, unless exempt,~~ the ~~rules~~ ~~require~~number ~~the~~of ~~delivery,~~shares ~~prior to the first transaction,~~ of aour ~~risk~~common ~~disclosure document relating to the penny~~ stock ~~market.~~that ~~A broker-dealer~~our ~~also must disclose the commissions payable to both the broker-dealer and the registered representative, and current~~shareholders ~~quotations for the securities~~sell. ~~Finally,~~The ~~monthly statements must be sent to clients disclosing recent~~ price ~~information~~of ~~for~~our ~~the penny~~common ~~stocks~~stock ~~held~~may inbe ~~the~~adversely ~~account~~affected ~~and~~if ~~information~~large onamounts ~~the~~are ~~limited~~sold ~~market~~ in ~~penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain~~ a ~~market~~short inperiod ~~our common stock and may affect the ability~~ of ~~shareholders to sell their shares~~time.

AsOur ofshares ~~June~~most ~~30,~~likely ~~2015,~~will ~~there~~be ~~were~~subject ~~approximately 212~~to ~~holders~~the ofprovisions ~~record~~ of ~~our~~Section 15(g) ~~common~~and ~~stock.~~Rule 15g-9 ~~This~~of ~~number~~the ~~does~~Exchange ~~not~~Act, ~~include~~commonly anreferred ~~indeterminate~~to ~~number~~as ofthe ~~shareholders~~“penny ~~whose~~stock” ~~shares are held by brokers in street name~~rule.

~~TRANSFER~~Section 15(g) ~~AGENT~~sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

WeThe ~~have~~SEC ~~appointed~~generally ~~Signature~~defines ~~Stock~~penny ~~Transfer, Inc.,~~stock ~~with~~to ~~offices~~be atany ~~2301~~equity ~~Ohio~~security ~~Drive,~~that ~~Suite~~has ~~100,~~a ~~Plano,~~market TXprice ~~75093~~less than $5.00 per share, ~~phone~~subject ~~number~~to ~~972~~certain exceptions. Rule 3a51-~~612-4120,~~1 asprovides ~~transfer~~that ~~agent~~any ~~for~~equity ~~our~~security ~~shares of~~is ~~common~~considered to be a penny stock. ~~The~~unless ~~transfer~~that ~~agent~~security is: ~~responsible~~registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for ~~all~~quotation ~~record~~on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or exempted from the definition by the SEC. Broker-~~keeping~~dealers who sell penny stocks to persons other than established customers and ~~administrative~~accredited ~~functions~~investors (generally persons with assets in ~~connection~~excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with ~~the~~their ~~common shares~~spouse), ~~and~~are ~~stock~~subject ~~warrants~~to additional sales practice requirements.

~~DIVIDEND~~For ~~POLICY~~transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.

WeAs doof ~~not~~June 30, ~~plan~~2015, tothere ~~pay~~were ~~dividends~~approximately at212 ~~this~~holders ~~time or anytime soon. The board~~ of ~~directors~~record ~~will decide on any future payment~~ of ~~dividends, depending on~~ our ~~results~~common ofstock. ~~operations, financial~~This ~~condition,~~number ~~capital~~does ~~requirements,~~not ~~and~~include ~~any~~an ~~other~~indeterminate ~~relevant~~number ~~factors.~~of ~~However,~~shareholders wewhose ~~expect~~shares toare ~~use~~held ~~any~~by ~~future~~brokers ~~earnings for operations and~~ in ~~the~~street ~~business~~name.

~~RECENT SALES OF UNREGISTERED SECURITIES.~~12

~~During~~TRANSFER the year ended June 30, 2014, the Company issued 24,737,868 shares, net of cancellations, of unregistered, restricted common stock which were issued under an exemption from registration provided by Rule 144 of the Securities Act of 1933, as follows:AGENT

·We Onhave ~~January~~appointed ~~15,~~Signature ~~2014~~Stock Transfer, ~~the Company issued 2~~Inc.,~~036,000~~ ~~shares~~with ofoffices ~~unregistered~~at ~~restricted~~2301 ~~common~~Ohio ~~stock~~Drive, toSuite ~~satisfy~~100, aPlano, ~~loan~~TX ~~obligation~~75093, ofphone ~~$500~~number 972-612-4120,~~000,~~ ~~which~~as ~~was~~transfer ~~owed~~agent tofor ~~the~~our ~~Company’s~~shares ~~Chief~~of ~~Executive~~common ~~Officer~~stock. The ~~recipient~~transfer ofagent ~~those~~is ~~shares~~responsible ~~was~~for anall ~~accredited~~record-keeping ~~investor,~~ and ~~the~~administrative ~~issuances~~functions ofin ~~these~~connection ~~shares~~with ~~was exempt from registration under~~ the ~~Securities~~common ~~Act~~shares inand ~~reliance~~stock ~~on an exemption provided by Section 4(2) of that Act~~warrants.

·DIVIDEND The Company issued 540,000 of unregistered restricted common stock to a third party as consideration for extending an equity line of credit. The recipient of the shares was an accredited investor, and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.POLICY

15We don’t plan to pay dividends at this time or anytime soon. The board of directors will decide on any future payment of dividends, depending on our results of operations, financial condition, capital requirements, and any other relevant factors. However, we expect to use any future earnings for operations and in the business.

·RECENT ~~During~~SALES ~~the~~OF ~~quarter~~UNREGISTERED ~~ended March 31, 2014, the Company issued 1,100,000 shares of restricted common stock in exchange for 15% interest in Dunn Roman Holdings-Africa (Pty) Ltd~~SECURITIES. and 10% interest in Green Gold Biotechnologies, (Pty) Ltd. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·On 1January 15,~~316~~ 2014,~~833~~ ~~shares~~the ofCompany ~~restricted~~issued ~~common~~a ~~stock~~total ~~were~~of ~~sold~~2,036,000 toshares ~~unaffiliated~~of ~~third~~unregistered ~~parties~~restricted incommon ~~exchange~~stock ~~for~~to ~~cash~~satisfy ~~proceeds~~a loan obligation of $~~655~~482,~~000~~958. ~~Each~~The ofrecipient ~~the recipients~~ of those shares was an accredited investor, and ~~each of~~ the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·On 2January 30,~~000~~ 2014,~~000~~ ~~shares of restricted common were issued to former officers and directors of~~ the Company’s ~~subsidiary, Dunn Roman Holdings-Africa. These shares were~~ issued ~~as part of~~ a ~~settlement~~total ~~in connection with: 1) terminating their employment and resigning from the subsidiary board~~ of ~~directors; and~~ 2~~) extending the lease and purchase option on the Company’s White River~~,717,035 ~~South~~shares ~~Africa,~~of ~~office~~unregistered ~~space,~~restricted ~~which~~common isstock ~~owned~~satisfy byloan ~~one~~obligations of ~~these officers~~$150, ~~by an additional five years~~000. AtEach of the ~~time~~recipients of ~~issuance,~~those ~~the~~ shares ~~had~~was aan ~~value~~accredited ~~of $740~~investor,~~000~~ ~~based~~and oneach ~~the closing bid price on the date~~ of ~~issuance. Each of~~ the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·In 7February 2014,~~997~~ the company issued a total of 8,~~035~~640,000 shares of unregistered restricted common stock ~~were issued~~ to ~~unaffiliated~~employees, ~~third~~including ~~parties~~officers ~~upon~~of the ~~conversion~~company, ofunder ~~$4,649,428~~compensation agreements entered into in ~~notes~~prior ~~payable,~~years. ~~line~~The value of ~~credit,~~these ~~convertible~~shares ~~debentures~~was ~~and~~accrued ~~associated~~as ~~interest~~Common Stock Issuable in the accompanying financial statements. ~~The~~Each of the recipients of ~~the~~those shares ~~were~~was an accredited ~~investors~~investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·During ~~9,998,000~~the ~~shares~~quarter ofended ~~restricted~~March 31, ~~common~~2014, ~~stock~~the ~~were~~company issued toa ~~officers~~total of ~~the Company~~540,000of ~~employees,~~unregistered ~~and~~restricted common stock to a third party ~~service~~as ~~providers,~~consideration for ~~services~~executing ~~previously~~a ~~rendered~~stock purchase agreement. AtEach of the ~~time~~recipients of ~~issuance,~~those ~~these~~ shares ~~had~~was aan ~~value~~accredited ~~of $2~~investor,~~141,436~~ ~~based~~and oneach ~~the closing bid price on the date~~ of ~~grant. Each of~~ the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·During ~~250~~the quarter ended March 31,~~000~~ 2014, the company issued a total of 1,180,033 shares of unregistered restricted common stock ~~previously~~to ~~issued~~various third parties in exchange for ~~services~~cash ~~were~~totaling ~~returned~~$600,000. toEach ~~treasury~~of the recipients of those shares was an accredited investor, and ~~cancelled~~each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

During the ~~year~~quarter ended ~~June 30~~March 31, ~~2015~~2014, the ~~Company~~ company issued 33a total of 1,~~411~~100,~~308~~000 shares of ~~unregistered,~~ restricted common stock in exchange for 15% interest in Dunn Roman Holdings-Africa (Pty) Ltd. and 10% interest in Green Gold Biotechnologies, ~~which~~(Pty) Ltd. In April 2014, the company agreed to issue an additional 70,000 shares to acquire the remaining 2% interest in Dunn Roman, bringing its total ownership in that entity to 100%. These shares were issued ~~under~~subsequent to June 30, 2014. Each of the recipients of those shares was an ~~exemption~~accredited ~~from~~investor, ~~registration~~and ~~provided by~~each ~~Rule~~of ~~144~~the issuances of these shares was exempt from registration under the Securities Act ofin ~~1933,~~reliance ason ~~follows:~~an exemption provided by Section 4(2) of that Act.

·During ~~In April 2014,~~ the ~~Company~~quarter ~~agreed~~ended toJune 30, ~~issue an additional 70~~2014,~~000~~ ~~shares to acquire~~ the ~~remaining~~Company 2%had ~~interest in Dunn Roman, bringing its total ownership in that entity to 100%. The shares were issued in 2015, and were exempt from registration under~~ the ~~Securities~~following ~~Act~~issuances ~~in reliance on an exemption provided by Section 4(2)~~ of ~~that~~unregistered ~~Act.~~securities:

·● ~~The~~86,800 ~~Company~~shares ~~issued~~of ~~1,298,400~~ restricted common ~~shares~~stock were sold to unaffiliated third parties in exchange for cash proceeds of $~~286~~40,~~700 cash~~000. Each of the recipients of those shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

·● ~~The~~280,000 ~~Company~~shares of unregistered common stock were issued ~~26,769,400~~to ~~restricted~~an ~~common~~unaffiliated ~~shares~~third ~~for~~party ~~services~~on ~~valued~~the atconversion of $555,~~608,514~~368 in debentures and associated interest. ~~Each~~The recipient of the shares was an accredited investor, and each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

· The Company issued 144,296 restricted common shares for the conversion of convertible debt and interest in the amount of $46,992. Each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.13

·● ~~The~~618,000 ~~Company~~shares of restricted common stock were issued 1to employees of the Company’s subsidiary,~~629~~ Dunn Roman Holdings-Africa,~~212~~ ~~common~~for ~~shares~~services onpreviously rendered. At the ~~exercise~~time of 1issuance,~~666,666~~ ~~warrants~~these ~~with~~shares had a ~~strike~~value of $247,200 based on the closing bid price on the date of $0issuance.~~01.~~ ~~The~~Each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act. These warrants were exercised in a “cashless” transaction, resulting in fewer shares being issued than warrants exercised. The warrants were originally issued as part of 5,000,000 warrants issued to the various license owners of Diego Pellicer, which, in aggregate, were valued at $5,749,985 at issuance and then subsequently deemed impaired in total.

·● ~~The Company issued 3~~1,500,000 shares of restricted common ~~shares~~were issued to former officers and directors of the Company’s subsidiary, Dunn Roman Holdings-Africa, as part of a settlement onin connection with terminating their employment and resignation from the ~~cancellation~~subsidiary board of directors. At the time of issuance, the shares had a ~~long-term~~value ~~consulting~~of ~~contract~~$600,000 based on the closing bid price on the date of issuance. ~~The~~Each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

16● 500,000 shares restricted common stock were issued to extend the lease and purchase option on the Company’s White River, South Africa, office space, by an additional five years. At the time of issuance, the shares had a value of $200,000 based on the closing bid price on the date of issuance. Each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that Act.

~~ITEM~~During 6.the ~~SELECTED~~year ~~FINANCIAL~~ended ~~DATA.~~June 30, 2015, the Company issued a total of 33,411,308 shares of unregistered, restricted common stock which were issued under an exemption from registration provided by Rule 144 of the Securities Act of 1933, as follows:

~~Not~~1. ~~Applicable~~The Company issued 1,298,400 restricted common shares for $286,700 cash.

~~ITEM 7~~2. ~~MANAGEMENT'S~~The ~~DISCUSSION~~Company ~~AND~~issued ~~ANALYSIS~~26,369,400 OFrestricted ~~FINANCIAL~~common ~~CONDITION~~shares ~~AND~~for ~~RESULTS~~services OFvalued ~~OPERATIONS~~at $7,451,536.

~~ANALYSIS~~3. OFThe ~~OPERATIONS~~Company ~~FOR~~issued ~~THE~~144,296 ~~YEARS~~restricted ~~ENDED~~common ~~JUNE~~shares ~~30,~~for ~~2015 AND~~the ~~2014~~conversion of convertible debt and interest in the amount of $24,674.

~~SALES~~4. The Company issued 1,629,212 common shares pursuant to the execution of 1,666,666 warrants with a strike price of $0.01.

~~During~~5. ~~the~~The ~~year ended June 30, 2015, the~~ Company ~~recorded~~ ~~revenues~~issued ~~of $92~~70,~~878 compared to revenues of $265,735 for the year ended June 30, 2014. In the 2014 fiscal year, revenues principally included the sale of a license agreement of $197,~~000, ~~plus~~common ~~sales~~shares ~~from~~pursuant the Company’s on-location employee grocery store. In 2015, sales primarily consisted of sales from the shop store combined with sales of Phytofare® extract during the fourth quarter. The macadamia and avocado farm was subleased to ~~a third party during 2014 and~~ the ~~rental~~acquisition ~~income derived from that property is offset against rent expense. The Company anticipates that future revenues will consist principally~~ of ~~Phytofare®. Revenues were lower than anticipated due to a severe hail storm in Q4 of 2015 which damaged most of~~ the ~~crop~~remaining ~~prior~~2% tointerest ~~harvest, limiting the amount of Phytofare® that could be produced and sold~~ in ~~the~~Dunn ~~first full quarter of operations~~Roman.

~~OPERATING~~6. ~~EXPENSES~~The Company issued 3,500,000 common shares as settlement on the cancellation of a long-term consulting contract.

~~Expenses~~During ~~were $8,942,465 and $5,009,813 for~~ the ~~years~~year ended June 30, ~~2015 and June 30~~2016, ~~2014, respectively. The increase is primarily attributable to~~ the ~~issuance of 20,000,000 shares of the~~ Company’s ~~stock~~issued ~~to the CEO as a one-time bonus~~23, ~~which resulted in a non-cash compensation expense of $4.6 million. Additional shares for services in 2015 totaled $1~~111,~~008,500.~~300 Additionally, Professional Services increased from $153,556 in 2014 to $546,672 in 2015, attributable to increased legal costs. For the year ended June 30, 2015, Other General and Administrative (G&A) expenses decreased from $1,087,390 to $314,691. In 2014, G&A included 500,000 shares ~~(valued at $800,000 on date~~ of ~~issuance)~~unregistered, ~~issued~~restricted tocommon ~~two~~stock ~~former employees who served~~ as directors and officers of the South African subsidiaries. The shares were issued as settlement on outstanding claims against the Company. Depreciation expense increased from $188,525 to $414,019 resulting from the Company placing the factory in service on January 1, 2015, which triggered the recording of depreciation on that asset.follows:

~~OTHER~~1. ~~INCOME~~The Company issued 17,806,300 shares of restricted common stock to various individuals for $412,640 cash. Each of the issuances of these shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(~~EXPENSES~~2) of that Act.

~~Total Other Income and Expenses decreased from an expense of $11,303,034 in the year ended June 30, 2014 to a net of $1,222,777 in the year ended June 30, 2015~~2. InThe ~~the June 30, 2014 fiscal year, the~~ Company ~~recorded~~issued $5,~~749~~305,~~985~~000 inrestricted ~~impairment~~common ~~expense~~shares ~~associated~~to ~~with~~various ~~writing~~employees ~~down~~and ~~the~~third ~~license~~parties ~~purchased~~for ~~from Diego~~services ~~Pellicer,~~valued ~~and~~at $3318,~~170,681~~350. inEach ~~change in value~~ of the ~~derivative~~issuances ~~liability with the issuance and subsequent conversion~~ of ~~convertible debt instruments. Neither of~~ these ~~items~~shares ~~recurred in 2015. Interest expense~~ was ~~$793,236~~exempt infrom ~~2014~~registration ~~compared~~under tothe ~~$928,751~~Securities inAct ~~2015. The increase~~ in ~~interest~~reliance ~~related~~on to an ~~increase~~exemption inprovided ~~long-term~~by ~~debt.~~Section The Company recorded $295,000 resulting from the fair value of 3,500,000 shares paid to cancel a long-term consulting contract in the year ended June 30, 2015. Other Finance Costs decrease from $1,069,412 in 2014 to $4(2~~,332~~) ~~in 2015. Finance costs in 2014 consisted~~ of ~~540,000~~that ~~shares of common stock, valued at $1~~Act.~~98 per share, issued to secure an equity line of credit.~~

~~LIQUIDITY~~ITEM 6. ~~AND~~SELECTED ~~CAPITAL~~FINANCIAL ~~RESOURCES~~ DATA.

AsNot ~~of June 30, 2015, the Company had current assets of $418,159 compared to current liabilities of $15,147,347~~Applicable. Current liabilities include $14,526,216 of Long Term Debt which consists of $8,772,334 that becomes payable over the coming twelve months, and $5,753,879 in Long Term Debt that will not be due in the coming 12 months but for which the Company is not in compliance on debt covenants. While the debt has not been called and the lender has indicated that it does not intend to enforce the debt covenants, the Company has listed the long-term portion as a current liability since the lender could exercise the default provisions of the loan.

1714

~~Total assets as of June 30, 2015 were $8,504,581 compared to total liabilities of $16,821,317~~ITEM 7. ~~Assets~~MANAGEMENT’S ~~consist~~DISCUSSION ~~primarily~~AND ofANALYSIS ~~fixed~~OF ~~assets,~~FINANCIAL ~~net~~CONDITION ofAND ~~depreciation,~~RESULTS ofOF ~~$8,009,956 while liabilities consist primarily of notes payable of $14,526,213, net of discount of $375,687~~OPERATIONS.

~~During~~ANALYSIS ~~the~~OF ~~year~~OPERATIONS ~~ended~~FOR ~~June~~THE ~~30,~~YEARS ~~2015,~~ENDED ~~the Company used cash in operations of $2,703,939, compared to $2,829,873 in the prior year. Cash used in investing activities was $856,853 and $491,960 for the years ended June~~ JUNE 30, ~~2015,~~2016 ~~and~~AND ~~2014, respectively, which consisted entirely of the purchase of fixed assets. Cash from financing activities was $4,033,699 in the year ended June 30,~~ 2015, which included proceeds of $286,700 from the sale of common stock and $5,300,000 from the issuance of notes payable, which was offset by payments on long-term debt of $1,533,001. In 2014, cash from financing activities was $2,445,987, which included proceeds of $655,000 from the sale of common stock, $2,348,192 from long term borrowing, $309,980 from the issuance of convertible debt, and $25,000 from a line of credit. This was offset by $625,317 in payments on loans from related parties, $244,416 paid to retire convertible debt, and $22,452 paid on long-term debt.

~~PLAN OF OPERATION~~ SALES

InDuring ~~2012,~~ the ~~Company executed a 49-~~year ~~notarial lease~~ended June 30, ~~giving it control over 3~~2016,~~237~~ ~~hectares~~the ~~(approx.~~Company ~~8,000~~recorded ~~acres)~~revenues of ~~plantation~~$298,494 ~~properties~~compared into ~~South~~revenues ~~Africa.~~of ~~Over the preceding three years~~$92,898 ~~Plandaí~~for ~~has been active in rejuvenating~~ the ~~tea~~year ~~estate,~~ended ~~which involved removing overgrowth~~June 30, ~~paring~~2015. ~~and~~During ~~fertilizing~~ the ~~tea~~year ~~bushes~~ended June 30, ~~refurbishing~~2016, ~~housing~~revenues ~~for~~consisted ~~onsite~~of ~~management~~sales ~~and~~of ~~farm~~Phytofare® ~~workers~~extract, ~~and~~sales ~~repairing~~of ~~the~~timber, ~~roads~~ and ~~bridges.~~sales ~~The~~from ~~Company~~the ~~also constructed~~shop astore. ~~100~~In 2015,~~000ft2~~ ~~extraction~~sales ~~facility~~primarily onconsisted ~~site,~~of ~~which~~sales ~~was~~from ~~certified~~the ~~operational~~shop instore ~~December~~combined ~~2014~~with ~~and~~sales ~~began~~of ~~producing~~ Phytofare® extract ~~for~~during ~~sale~~the infourth ~~April 2015~~quarter. The Company ~~uses~~anticipates ~~this~~that ~~proprietary~~future ~~extraction~~revenues ~~facility~~will toconsist ~~manufacture~~principally ~~its~~of Phytofare®. ~~bio-available extracts,~~Revenues ~~with~~were anlower ~~initial~~than ~~emphasis~~anticipated ondue ~~green~~to ~~tea~~a ~~grown~~severe onhailstorm ~~the~~in ~~Senteeko~~Q4 ~~estate.~~of ~~Commencing~~2015 inwhich ~~fiscal~~damaged ~~2016,~~most of the ~~Company~~crop ~~began~~prior ~~finalizing extraction techniques~~ to ~~support~~harvest, ~~producing~~limiting the ~~citrus~~amount ~~complex~~of ~~extract~~Phytofare® ~~during~~that ~~the~~could ~~dormant~~be ~~tea-harvesting~~produced ~~period~~and sold in subsequent quarters.

During 2015, Plandaí undertook several clinical investigations in preparation for releasing product to market. These studies were designed to establish both oral and topical bioavailability and met with favorable results. These studies confirmed that our Phytofare® catechin complex contains all 8 catechins compared to just 2 in generic tea extracts. It was also shown that Phytofare® has 10 times greater bioavailability than generics and has 4 times greater residency in the blood plasma, 24 hours compared to 6. From an anti-aging standpoint, studies showed that a topical application of Phytofare® produced substantial improvement in skin hydration, roughness and scaliness.EXPENSES

InExpenses ~~April~~were ~~2015~~$2,464,115 weand ~~shipped~~$8,159,368 for the ~~first~~years ~~green-tea based~~ended ~~Phytofare™~~June 30, ~~Catechin~~2016, ~~Complex~~and toJune 30, ~~customers~~2015, respectively. ~~Production~~The ~~was~~decrease ~~unfortunately~~is ~~halted~~primarily inattributable ~~May~~to ~~2015~~the ~~after~~issuance aof ~~severe~~20,000,000 ~~hail~~shares ~~storm destroyed most~~ of the ~~harvestable~~Company’s ~~tea~~stock ~~and~~to the ~~remaining~~CEO ~~growing~~as ~~season~~a ~~was~~one-time ~~too~~bonus ~~short~~in to2015, ~~allow~~which ~~for~~resulted in a ~~final~~non-cash ~~June~~compensation ~~harvest~~expense of $4.6 ~~Production can~~million. ~~commence~~Additional 30shares ~~days~~for ~~after~~services ~~sufficient~~in ~~rainfall~~2015 totaled $1,008,500. ~~which~~Professional ~~historically~~Services ~~has~~decreased ~~meant~~from ~~that~~$546,672 ~~tea~~in ~~harvesting~~2015 ~~can~~to ~~resume~~$203,236 in ~~late~~2016, ~~September~~attributable to decreased legal costs. ~~Sales~~ ~~for~~For the ~~coming~~ year ~~are~~ended ~~expected~~June 30, 2016, Other General and Administrative (G&A) expenses were $469,243 compared to be$451,001 ~~focused~~in 2015. Consulting expenses decreased from $558,593 in ~~Europe~~2015 to $268,570. ~~Asia~~Consulting ~~and~~expenses ~~Africa~~in ~~and~~2015 ~~customers~~consisted ~~will~~of ~~primarily~~the ~~consist~~value of ~~contract manufacturers~~shares issued for services to third party consulting firms. Depreciation expense increased from $414,019 ~~nutraceutical~~to ~~extract~~$519,093 ~~distributors~~resulting from the Company placing the factory in service on January 1, ~~and~~2015, ~~finished~~which ~~product~~triggered ~~manufacturers~~the recording of additional months of depreciation on that asset during 2016.

~~The~~OTHER annual tea harvest generally encompasses approximately 240 days, commencing with the rainy season in late September and continuing through early June, weather permitting. Under normal harvest conditions, Plandaí has the capacity to process 10 tons of live tealeaf every day, yielding up to 36 tons of Phytofare® Catechin Complex each season. As discussed in Risk Factors, above, production is weather dependent and requires a combination of adequate rainfall and sufficient sunlight to maximize production. During the eight months of tea production, the Company expects to produce approximately 36 tons of finished product, which equates to potential sales of three tons per month of Phytofare®. When combined with Pheroid®, a nano-encapsulation technology licensed from North West University, Potchefstroom, South Africa, the yield doubles, creating the potential for 72 tons of salable product per year. Modifications are under way to increase the processing capacity to handle up to 20 tons of green leaf per day, which would further double output. Such modifications include adding additional equipment and preparing additional acreage for harvest. The Company anticipates that such increases will be implemented incrementally over the coming year as demand for product increases.INCOME/(EXPENSES)

18Total Other Income and Expenses for the year ended June 30, 2016, was $1,632,011, which consisted of interest expense of $1,786,347 and change in the value of derivative liability of $154,336. In the year ended June 30, 2015, Other Income and Expenses included interest expense of $928,751 and $291,694 resulting from the fair value of 3,500,000 shares paid to cancel a long-term consulting contract.

~~Plandaí~~LIQUIDITY isAND ~~currently~~CAPITAL preparing to produce its Phytofare® Citrus Complex, which will be targeted to address soft tissue injuries, cold and flu symptom relief, and capillary integrity. We anticipate validating the product in the second half of 2016 and then developing the final product for market release.RESOURCES

~~Plandaí~~As ~~has~~of ~~entered~~June 30, ~~into~~2016, ~~several~~the ~~distribution agreements~~Company ~~covering~~had ~~nutraceutical~~current ~~sales~~assets inof ~~North~~$184,820 ~~America~~compared to current liabilities of $16,723,793. ~~India~~Current liabilities include $14,081,092 ~~Europe~~of ~~and~~Long-Term ~~parts~~Debt which consists of ~~Africa~~$8,712,000 ~~with~~that ~~additional~~becomes ~~markets~~payable ~~opening~~over the coming twelve months, and $5,369,092 in Long Term Debt that will not be due in the coming 12 months. ~~The~~but for which the Company ~~also~~is ~~sells~~not ~~directly~~in tocompliance ~~certain~~on ~~customers~~debt covenants. While the debt has not been called and the lender has indicated that ~~fall~~it ~~outside~~does not intend to enforce the ~~areas~~debt ~~covered~~covenants, bythe ~~our~~Company ~~distribution agreements~~has listed the long-term portion as a current liability since the lender could exercise the default provisions of the loan. Current liabilities as of June 30, 2016, also includes derivative liabilities of $1,022,472 associated with the conversion features of convertible debentures.

~~The~~Total ~~Company's~~assets ~~long-term~~as ~~existence is dependent upon our ability to execute our operating plan and to obtain additional debt or equity financing to fund payment~~ of ~~obligations and~~June 30, ~~provide working capital for operations. In April 2012~~2016, ~~the~~were ~~Company through majority-owned subsidiaries of Dunn Roman Holdings~~$6, ~~Inc.~~450,093 ~~executed~~compared ~~final~~to ~~loan~~total ~~documents~~liabilities ~~on a 100 million Rand (approx. $13 million USD based on exchange rate at the time~~ of ~~the loan and~~ $618,433,001.5 ~~million~~Assets atconsist ~~current~~primarily ~~exchange rates) financing with the Land and Agriculture Bank~~ of ~~South~~fixed ~~Africa. During the current year~~assets, ~~the~~ ~~Company~~net ~~began repaying principal and interest at the rate~~ of R2depreciation,~~300,000~~ ~~per~~of ~~month (approximately~~ $~~140~~6,~~000)~~082,397 ~~and~~while ~~has~~liabilities ~~made~~consist aprimarily ~~total~~ of 12notes ~~payments~~payable ~~thus far. The Company is negotiating with the Land Bank to defer future payments an additional twelve months to free-up cash flow for operations and expansion. As~~ of ~~June 30~~$14,081,092, ~~2015~~net ~~and through the date~~ of ~~this~~discount ~~report, the Company had not received a notice~~ of ~~default from the Land Bank. However~~$311, ~~inasmuch as the loans are in default, the Company has classified the entire balance owed as a current liability for reporting purposes~~283.

During the year ended June 30, ~~2015~~2016, the Company ~~borrowed~~ used cash in operations of $51,~~300~~071,~~000~~760 ~~from~~compared anto ~~unaffiliated~~$2,703,939, ~~third~~in ~~party~~the atprior 6%year. ~~annual~~Cash ~~interest.~~used ~~Principal~~in investing activities was $132,574 and ~~interest~~$856,853 ~~became~~for ~~due~~the ~~February~~years 1ended June 30, 2016~~; however~~, and 2015, respectively, which consisted entirely of the ~~Company~~purchase ~~restructured~~of ~~repayment~~fixed ~~terms~~assets in 2015 and increase in other assets in 2016. Cash from financing activities was $1,193,421 in the year ended June 30, 2016, which included proceeds of $412,640 from the sale of common stock and $400,000 from the issuance of notes topayable, ~~July~~and $482,500 from the issuance of convertible debt which was offset by payments on long-term debt of $152,246. In 2015, cash from financing activities was $4,033,699, which included proceeds of $286,700 from the sale of common stock, $5,300,000 from long term borrowing, offset by $1,553,001 ~~2016~~in payments on long-term debt.

~~ACQUISITIONS~~15

~~The~~PLAN ~~Company~~OF ~~does not anticipate making any acquisitions in the coming twelve months.~~OPERATION

~~TRENDS~~In 2012 the Company executed a notarial lease, giving it control over 8,000 acres of plantation properties in South Africa. Over the preceding three years, Plandaí has been active in rejuvenating the tea estate, which involved removing overgrowth, paring and fertilizing the tea bushes, refurbishing housing for onsite management and farm workers, and repairing the roads and bridges. The Company also constructed a 30,000ft2 extraction facility on site which was certified operational in December 2014 and began producing extract for sale in April 2015. The Company will use this a proprietary extraction facility to manufacture its Phytofare® bio-available extracts, with an initial emphasis on green tea grown on the Senteeko estate. In October 2015, the Company intends to commence the final processing and validation of its citrus complex with a target date of mid 2016 for market release. Initially, the Company will bring in the citrus for processing from third party farms.

~~Green~~The annual tea ~~and~~harvest ~~green~~generally ~~tea~~encompasses ~~extracts~~approximately ~~have~~240 ~~become ever-present~~days, incommencing ~~consumer~~with ~~products~~the ~~throughout~~rainy ~~Europe,~~season ~~Asia~~in late September and ~~the~~continuing ~~Americas~~through June, weather permitting. ~~Every~~Under ~~major~~normal ~~beverage~~harvest ~~manufacturer~~conditions, ~~has~~Plandaí ashould ~~green~~be able to process 10 tons of live tea~~-infused product,~~ ~~but~~leaf ~~there~~every ~~are~~day, ~~also~~yielding ~~countless~~around ~~other~~50 ~~green~~tons ~~tea-derived~~of ~~products~~Phytofare® ~~that~~Catechin ~~have~~Complex ~~flooded~~each ~~the~~season. ~~market~~As discussed in ~~recent~~Risk ~~years~~Factors, ~~including:~~above, production is weather dependent and requires a combination of adequate rainfall and sufficient sunlight to maximize production.

~~Ice~~During ~~cream~~ 2015, Plandaí undertook several laboratory trials in preparation for releasing product to market. These trials focused on oral bioavailability and topical anti-aging and met with favorable results. It was shown that our Phytofare® contains all 8 catechins compared to just 2 in generic. It was also shown that Phytofare® has 10 times greater bioavailability than generics and has 4 times greater residency in the blood plasma, 24 hours compared to 6. From and anti-aging standpoint, studies showed that a topical application of Phytofare® showed statistical improvement in skin hydration, roughness and scaliness.

~~Soda~~The first green tea based Phytofare™ Catechin Complex was shipped to customers in April 2015. Production was halted in May 2015 after a hailstorm destroyed most of the harvestable tea and the remaining growing season was not insufficient to allow for a final harvest. Production can commence 30 days after sufficient rainfall, which historically has meant that tea harvesting can resume in late September. Sales for the coming year are expected to be focused in Europe, Asia and Africa and customers will primarily consist of contract manufacturers, nutraceutical extract distributors, and finished product manufacturers. During the eight months of production, the Company expects to produce approximately 50 tons of finished product, which equates to potential sales of four tons per month of Phytofare®.

~~Shampoo~~Plandaí &is ~~conditioner~~currently preparing to produce its Phytofare® Citrus Complex, which will be targeted to address soft tissue injuries, cold and flu symptom relief, and capillary integrity. Following validation and clinical trials, we anticipate releasing the product to market mid-2016.

~~Lotion~~Plandaí has entered into several distribution agreements covering nutraceutical sales in North America, India, Europe and ~~skin~~parts ~~care~~of ~~products~~Africa, ~~for~~with ~~anti-aging~~additional markets opening in the coming months. The Company also sells directly to certain customers that fall outside the areas covered by our distribution agreements.

~~Nail~~The ~~polish~~Company’s long-term existence is dependent upon our ability to execute our operating plan and to obtain additional debt or equity financing to fund payment of obligations and provide working capital for operations. In April 2012, the Company through majority-owned subsidiaries of Dunn Roman Holdings, Inc., executed final loan documents on a 100 million Rand (approx. $13 million USD based on exchange rate at the time of the loan and $7.1 million at current exchange rates) financing with the Land and Agriculture Bank of South Africa. During the current year, the company began repaying principal and interest at the rate of R2,300,000 per month (approximately $165,000) and has made a total of 12 payments thus far.

~~Nutraceuticals~~During the year ended June 30, 2015, the company borrowed $6,500,000 from an unaffiliated third party at 6% annual interest. Principal and interest are due December 31, 2015; however, the Company is negotiating a restructure of repayment terms of the notes and anticipates having a favorable resolution prior to the due date.

~~Weight loss supplements~~ACQUISITIONS

~~Food~~The ~~additive~~company does not anticipate making any acquisitions in the coming twelve months.

~~Soap~~16

Worldwide, sales for antioxidants, primarily green tea, was $34 billion in 2010. Sports supplements have also surged in recent years. In 2010, total worldwide sales were $4.7 billion, of which the US market comprised 66%, and growing at a rate of 15% per year. The Phytofare® Citrus Complex targets multiple markets including sports medicine and nutrition, dietary supplements, and cold symptom relief. The nutriceutical market is even larger, with $176 billion being spent on food, beverages and supplements fortified with bioactive ingredients including proteins, vitamins and minerals. Of this amount, $48.8 billion is spent on dietary supplements alone. The United States comprises 32.8% of the worldwide market for nutriceuticals.TRENDS

19Green tea and green tea extracts have become ever-present in consumer products throughout Europe, Asia and the Americas. Every major beverage manufacturer has a green tea-infused product, but there are also countless other green tea-derived products that have flooded the market in recent years, including:

~~Initially,~~● ~~Plandaí~~Ice ~~will focus on developing markets within the following target industries:~~cream

·● ~~Fortification of food and beverages · Wellness · Dietary supplements · Nutri-cosmetics · Cosmeceutics · Botanical drugs · Athletic supplements~~Soda

As● ~~food~~Shampoo ~~and~~& beverage additives, Phytofare® extracts can be added to virtually any consumable product or converted into tablet/capsule form to provide the health benefits in a highly bioavailable form. This creates a nearly limitless opportunity for food and beverage companies to incorporate Phytofare®-infused products into their product line. Likewise, supplement manufactures, who have long-touted antioxidant infused-products can now begin incorporating an extract that actually delivers on their claims.conditioner

In● ~~August~~Lotion ~~2013, Plandaí entered into an exclusive world license agreement with North-West University that provides for the manufacture, formulation~~ and ~~use~~skin ofcare Phytofare® extracts entrapped in Pheroid® for animal and human use. The Pheroid® entrapment system provides a stable delivery tool for getting Phytofare® to the target tissues through topical creams, capsules, or an oral liquid. The Pheroid® technology entraps nano particles and protects them until absorbed by cells. The process of glycolysis then breaks down the protective coating, releasing the phytonutrients into the tissues. This technology opens up several additional products ~~lines~~ for Plandaí in the areas of skin care, hair care and beverages. The first Phytofare/Pheroid product, brand named Ph2 Catechins™, was introduced in early calendar 2016 and is expected to be available in stores under various brand names by the end of 2016.anti-aging

~~CRITICAL~~● ~~ACCOUNTING~~Nail ~~POLICIES~~polish

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

~~Revenue~~● ~~recognition~~Weight loss supplements

~~The~~● ~~Company~~Food ~~presently derives its revenue from the sale of botanical extracts and recognizes revenues when the product is shipped. As the Company’s product is a food~~ additive, it cannot be returned and resold, thus the Company’s policy is that returns are allowed only if the product is deemed defective or non-conforming. As each batch of Phytofare® is tested by an independent laboratory to ensure purity and then vacuum-sealed before shipment, the Company regards the potential for returns to be minimal and does not record any reserve against such. Revenues resulting from intercompany transfers are eliminated in consolidation.

~~The~~● Company also sells timber on its farm and tea estate holdings in South Africa. While such revenues are small, they are recognized when the product is received by the customer (FOB destination). In most instances, the customer harvests the timber itself and produce is picked up by customers on site. In 2014, the Company signed a nineteen-year sublease on one of its South African farms responsible for macadamia nut and avocado production. The lease requires monthly payments of $4,200 (R650,000 annually) to the Company commencing in November 2016 with escalating payments of 8% per annum over the life of the lease. The Company has recorded revenue based on a straight line basis of the value of the lease over the entire term, which has been recorded as a receivable in the accompanying financial statements.Soap

~~Intangible~~A 2008 published report estimated that the market for green tea extract would grow by more than 13% for the next seven years as demand increases in Europe and ~~Long-Lived~~the ~~Assets~~United States. Worldwide, sales for antioxidants, primarily green tea, was $34 billion in 2010. Sports supplements have also surged in recent years. In 2010, total worldwide sales were $4.7 billion, of which the US market comprised 66%, and growing at a rate of 15$ per year.

WeThe ~~follow~~Phytofare® ~~Financial~~Citrus ~~Accounting~~Complex ~~Standards Board~~targets ~~(“FASB”)~~multiple ~~Accounting~~markets ~~Standards~~including ~~Codification~~sports ~~(“ASC”)~~medicine ~~Topic~~and ~~360~~nutrition, ~~“Property~~dietary ~~Plant~~supplements, and ~~Equipment”~~cold symptom relief. The market for the nutraceutical market is even larger, with $176 billion being spent on food, beverages and supplements fortified with bioactive ingredients including ~~which~~proteins, ~~establishes~~vitamins aand ~~“primary~~minerals. ~~asset”~~Of ~~approach~~this toamount, ~~determine~~$48.8 billion is spent on dietary supplements alone. The United States comprises 32.8% of the ~~cash~~worldwide ~~flow~~market for nutraceuticals.

20Initially, Plandaí will focus on developing markets within the following target industries:

~~estimation~~● ~~period~~Fortification ~~for a group~~ of ~~assets~~food and ~~liabilities~~ that represents the unit of accounting for a long lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. beverages

~~During~~● the year ended June 30, 2014, the Company determined that a license agreement obtained from Diego Pellicer, Inc., an unrelated party, which had been valued at $5,749,985 based on the fair value of 5,000,000 warrants issued on January 28, 2014 to acquire the license, was 100% impaired since the Company was not currently producing any product that could have benefited from the license. Should the Company commence manufacturing or selling a product in the future that could utilize the license, the value and any impairment will be reassessed.Wellness

~~The~~● ~~Company~~Dietary accounts for intangible assets in accordance with ASC Topic 350, “Intangibles – Goodwill and Other”. We assess the impairment of long-lived assets, including intangibles, annually or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel.supplements

~~Potential~~● ~~Derivative Instruments~~Nutri-cosmetics

We● periodically assess our financial and equity instruments to determine if they require derivative accounting. Instruments, which may potentially require derivative accounting, are conversion features of debt and common stock equivalents in excess of available authorized common shares. As of June 30, 2015, the Company had no derivative instruments. As of June 30, 2014, the Company had convertible notes payable of $13,435, which resulted in a derivative liability of $24,330.Cosmeceutics

~~Principles~~● ofBotanical ~~Consolidation~~ drugs

~~Plandaí~~● ~~Biotechnology,~~Athletic ~~Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements:~~ supplements

Phyto Nutricare, Inc.	100% owned by Plandaí Biotechnology, Inc.
Plandaí Biotechnology - Uruguay, SA	100% owned by Plandaí Biotechnology, Inc.
Dunn Roman Holdings—Africa (Pty) Ltd	100% owned by Plandaí Biotechnology, Inc.
Red Gold Biotechnology (Pty) Ltd	100% owned by Dunn Roman Holdings-Africa
Breakwood Trading 22 (Pty) Ltd	74% owned by Dunn Roman Holdings-Africa
Green Gold Biotechnologies (Pty) Ltd.	84% owned by Dunn Roman Holdings-Africa

~~During~~As ~~the~~food ~~year~~and ~~ended~~beverage ~~June~~additives, 30Phytofare® extracts can be added to virtually any consumable product, ~~2014~~or converted into tablet/capsule form, ~~the~~to ~~Company acquired~~provide ~~all~~the ~~minority~~health ~~interest~~benefits in ~~Dunn~~a ~~Roman~~highly ~~Holdings-Africa~~bioavailable ~~plus~~form. anThis ~~additional~~creates ~~12%~~a ~~ownership~~nearly inlimitless ~~Green~~opportunity ~~Gold~~for ~~Biotechnologies,~~food ~~in exchange~~and ~~for~~beverage ~~1,170,000~~companies ~~shares~~to ofincorporate ~~restricted~~Phytofare®-infused ~~common~~products ~~stock~~into their product line. ~~This~~Likewise, ~~acquisition~~supplement ~~brings~~manufactures, ~~the~~who ~~total~~have ~~ownership~~long-touted inantioxidant ~~Dun~~infused-products ~~Roman~~can tonow ~~100%~~begin ~~and in~~incorporating ~~Green~~an ~~Gold~~extract tothat ~~84%~~actually delivers on their claims.

InThe ~~July~~August 2013 oflicense ~~2014,~~agreement ~~the~~with ~~Company, through~~North-West ~~its~~University ~~wholly~~provides ~~owned~~for ~~subsidiary~~manufacture, ~~Dunn Roman Holdings~~formulation, ~~acquired~~and ~~100%~~use of ~~the~~Pheroid® ~~issued~~in animal and ~~outstanding~~human ~~stock~~use. ofThe ~~Red Gold~~Pheroid® ~~Biotechnologies~~entrapment ~~(PTY)~~system ~~Ltd.~~provides ~~(“Red Gold”),~~ a ~~related~~stable ~~party~~delivery totool ~~the~~for ~~Company.~~getting ~~Red~~Phytofare® ~~Gold was a related party~~ to the ~~Company~~ ~~through~~target ~~our~~tissues ~~chief~~through ~~executive~~topical ~~officer~~creams, ~~Roger Duffield~~ capsules, ~~who~~or ~~was~~an ~~the~~oral ~~sole shareholder of Red Gold~~liquid. ~~There~~The ~~was~~Pheroid notechnology ~~economic benefit~~entraps tonano ~~Mr.~~particles ~~Baylis-Duffield~~and asprotects athem ~~result~~until ofabsorbed ~~this~~by ~~acquisition as the entity acquired was established solely for tax reporting purposes in South Africa~~cells. The ~~Company~~process ~~accounted for the acquisition~~ of ~~Red Gold as a reorganization of entities~~glycolysis ~~under~~then ~~common~~breaks ~~control.~~down Inthe ~~reorganizations~~protective ~~of entities under common control~~coating, releasing the ~~balances~~phytonutrients ofinto the ~~acquired entity are carried over at historical costs with no goodwill or excess consideration recorded~~tissues. ~~Pursuant~~This totechnology ~~ASC~~opens ~~805,~~up ~~the~~several ~~financial~~additional ~~activity of~~products ~~the~~lines ~~acquiree~~for ~~(Red~~Plandaí ~~Gold)~~products in ~~a reorganization of entities under common control is presented as if~~ the ~~acquiree~~area ~~was consolidated at the beginning~~ of ~~the~~skin ~~period. Subsequent to acquisition~~care, ~~Dunn~~hair ~~Roman~~care ~~re-purposed~~and ~~Red Gold to develop applications for the technology in the animal feed supplement industry~~beverages.

21CRITICAL ACCOUNTING POLICIES

~~ASC~~The ~~810~~preparation ~~Consolidation,~~of ~~establishes~~our ~~standards for~~financial statements in conformity with accounting ~~for~~principles ~~non-controlling~~generally ~~interest,~~accepted ~~sometimes~~in ~~called~~the aUnited ~~minority~~States ~~interest,~~requires ~~which~~us isto ~~that~~make ~~portion~~estimates ofand ~~equity~~judgments inthat aaffect ~~subsidiary not~~our ~~attributable~~reported assets, ~~directly~~liabilities, orrevenues, ~~indirectly~~and expenses, toand athe ~~parent~~disclosure of contingent assets and liabilities. ~~ASC~~We ~~810~~base ~~requires~~our ~~that~~estimates ~~the~~and ~~minority~~judgments ~~portion~~on ofhistorical ~~equity~~experience and ~~net~~on ~~income/loss from~~various ~~operations~~other ofassumptions ~~consolidated~~we ~~entities~~believe to be ~~reflected~~reasonable inunder the ~~financial statements~~circumstances. ~~The~~Future ~~Company~~events, ~~previously~~however, ~~adopted~~may ~~ASC~~differ ~~810~~markedly from our current expectations and ~~has reflected~~assumptions. ~~the~~While ~~impact~~there inare ~~the~~a ~~accompanying~~number ~~consolidated~~of significant accounting policies affecting our financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.

~~All~~Revenue ~~intercompany balances have been eliminated in consolidation.~~recognition

~~Foreign~~The ~~Currency~~Company ~~Transaction~~presently ~~Gains~~derives its revenue from the sale of botanical extracts and ~~Losses~~recognizes revenues when the product is shipped. Revenues resulting from Intercompany transfers are eliminated in consolidation.

~~ASC~~The ~~830~~Company ~~Foreign~~also ~~Currency~~sells ~~Matters,~~timber ~~sets forth~~and ~~the~~agricultural ~~appropriate~~products ~~accounting~~produced ~~treatment~~on ~~under~~its ~~U.S.~~farm ~~GAAP~~and ~~for~~tea ~~companies~~estate ~~that~~holdings ~~consolidate the results of foreign operations denominated~~ in ~~local~~South ~~currencies~~Africa. ~~ASC~~Revenue ~~830~~is ~~requires~~recognized ~~that~~when ~~all assets and liabilities be translated at~~ the ~~current~~product ~~spot~~is ~~rate~~delivered atto the ~~date of translation~~customer. ~~Equity~~ ~~items,~~In ~~other than retained earnings~~2014, ~~are~~the ~~translated~~Company atsigned ~~the~~a ~~spot~~twenty ~~rates~~year insublease ~~effect~~ on ~~each~~one ~~related~~of ~~transaction~~its ~~date.~~South ~~Retained earnings~~African ~~are~~farms ~~translated~~responsible ~~at the weighted-average rate~~ for ~~the~~macadamia ~~relevant~~nut ~~year~~ and ~~income~~avocado ~~statement~~production. ~~items~~The ~~are~~lease ~~translated~~requires atmonthly ~~the~~payments ~~average rate~~of ~~for the period~~$4,200 ~~except~~to ~~where~~the ~~specific~~Company ~~identification~~commencing isin ~~practicable.~~November 2016 ~~The~~with ~~resulting~~escalating ~~adjustment~~payments isof ~~not~~8% ~~recognized~~per inannum ~~current earnings,~~over ~~but~~the ~~rather~~life ~~as a component~~ of ~~other~~the ~~comprehensive income~~lease. The Company ~~adopted~~has ~~ASC~~recorded ~~830~~revenue inbased ~~the~~on ~~year~~a ~~ended~~straight ~~June~~line ~~30,~~basis ~~2012 and~~of ~~has~~the ~~chosen~~value USof ~~dollars as~~ the ~~local~~lease ~~currency.~~over ~~The~~the ~~effects~~entire ofterm, ~~adopting~~which ~~ASC~~has ~~830~~been ~~have~~recorded ~~been~~as ~~reflected~~a receivable in the accompanying ~~consolidated~~ financial statements.

~~The~~Intangible ~~Company’s principle operations are located in South Africa~~ and ~~the~~Long-Lived primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in Rand and then converted to US Dollars for reporting purposes. We use the average conversion rate for the period for income statement purposes and the closing exchange rate as of the balance sheet date. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as a component of comprehensive loss on the income statement.Assets

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

~~The~~Goodwill ~~Company~~is ~~accounts~~accounted for ~~income~~in ~~taxes~~accordance ~~under~~ with ASC Topic ~~740~~350, ~~formerly~~“Intangibles ~~SFAS~~– NoGoodwill and Other”. ~~109,~~We ~~Accounting~~assess ~~for~~the ~~Income~~impairment ~~Taxes~~of long-lived assets, asincluding ~~clarified~~goodwill byand ~~ASC~~intangibles ~~Topic~~on ~~740,~~an ~~formerly~~annual ~~FASB~~basis ~~Interpretation No.~~or ~~48,~~whenever ~~Accounting~~events ~~for~~or ~~Uncertainty~~changes in ~~Income~~circumstances ~~Taxes,~~indicate ~~(“FIN~~that ~~No.~~the ~~48”)~~fair value is less than its carrying value. ~~Deferred~~Factors ~~tax~~that ~~assets~~we ~~and~~consider ~~liabilities~~important ~~are determined~~which ~~based~~could ~~upon~~trigger ~~differences~~an ~~between~~impairment ~~financial~~review ~~reporting~~include ~~and~~poor ~~tax~~economic ~~bases~~performance ofrelative ~~assets~~to ~~and~~historical ~~liabilities~~or ~~and~~projected ~~are~~future ~~measured~~operating ~~using~~results, ~~the enacted~~significant ~~tax~~negative ~~rates~~industry, ~~and~~economic ~~laws~~or ~~that~~company ~~will~~specific betrends, changes in ~~effect~~the ~~when~~manner of our use of the ~~differences~~assets ~~are~~or ~~expected~~the toplans ~~reverse.~~for Aour ~~valuation~~business, ~~allowance~~market isprice ~~provided when~~of itour iscommon ~~more~~stock, ~~likely~~and ~~than~~loss ~~not~~of ~~that~~key ~~some~~personnel. ~~portion~~We orhave ~~all~~determined ofthat athere ~~deferred~~was ~~tax~~no ~~asset~~impairment ~~will~~of ~~not~~goodwill beduring ~~realized~~2016 or 2015.

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

~~The~~We ~~Company~~periodically isassess ~~subject~~our tofinancial ~~income taxes in the U.S. federal jurisdiction~~ and ~~that~~equity ofinstruments ~~South Africa. Tax regulations within each jurisdiction are subject~~ to ~~the~~determine ~~interpretation of~~if ~~the~~they ~~related tax laws and regulations and~~ require ~~significant~~derivative ~~judgment to apply~~accounting. ~~With~~Instruments ~~few~~which ~~exceptions,~~may ~~the~~potentially ~~Company~~require isderivative ~~only~~accounting ~~subject to~~are ~~U.S.~~conversion ~~federal,~~features ~~state~~of debt and ~~local~~common ~~income~~stock ~~tax~~equivalents ~~examinations~~in byexcess ~~tax~~of ~~authorities~~available ~~for~~authorized ~~the~~common ~~years ended June 30, 2011 forward~~shares.

~~The Company is not currently under examination by any federal or state jurisdiction.~~18

22Principles of Consolidation

~~The~~Plandaí ~~Company’s~~Biotechnology, ~~policy~~Inc. isand toits ~~record~~subsidiaries, ~~tax-related interest~~are ~~and~~encompassed ~~penalties~~in asthe afollowing ~~component~~entities, ofwhich ~~operating~~have ~~expenses.~~been consolidated in the accompanying financial statements:

Emerging Growth Company

Plandaí Biotechnologies, Inc.		100% owned by Plandaí Biotechnology, Inc.
Plandaí Biotechnology - Uruguay, SA		100% owned by Plandaí Biotechnology, Inc.
Dunn Roman Holdings—Africa (Pty) Ltd		100% owned by Plandaí Biotechnology, Inc.
Red Gold Biotechnology (Pty) Ltd		85% owned by Dunn Roman Holdings-Africa
Breakwood Trading 22 (Pty) Ltd		74% owned by Dunn Roman Holdings-Africa
Green Gold Biotechnologies (Pty) Ltd.		84% owned by Dunn Roman Holdings-Africa

WeDuring ~~qualify~~the asyear anended ~~“emerging growth~~June 30, ~~company”~~2014, ~~under~~ the ~~2012~~Company ~~JOBS~~acquired ~~Act.~~all ~~Section~~minority ~~107~~interest ofin ~~the~~Dunn ~~JOBS~~Roman ~~Act~~Holdings-Africa ~~provides~~plus ~~that~~ an ~~emerging~~additional ~~growth~~12% ~~company~~ownership ~~can~~in ~~take~~Green ~~advantage of~~Gold ~~the~~Biotechnologies, ~~extended transition period provided~~ in ~~Section~~exchange ~~7(a)(2)(B) of the Securities Act~~ for ~~complying~~1,170,000 ~~with~~shares ~~new~~of orrestricted ~~revised~~common ~~accounting standards~~stock. AsThis anacquisition ~~emerging~~brings ~~growth company, we can delay~~ the ~~adoption~~total ofownership ~~certain~~in ~~accounting~~Dun ~~standards~~Roman ~~until those standards would otherwise apply~~ to ~~private~~100% ~~companies.~~and Wein ~~have~~Green ~~elected~~Gold to ~~take advantage of the benefits of this extended transition period~~84%.

~~Fair~~In ~~Value~~July of ~~Financial~~2014, ~~Instruments~~the Company through its wholly owned subsidiary Dunn Roman Holdings, acquired 100% of the issued and outstanding stock of Red Gold Biotechnologies (PTY) Ltd. (“Red Gold”), a related party to the Company. Red Gold was a related party to the Company through our chief executive officer, Roger Duffield, who was the sole shareholder of Red Gold. There was no economic benefit to Roger Duffield as a result of this acquisition as the entity acquired was established solely for tax reporting purposes in South Africa. The Company accounted for the acquisition of Red Gold as a reorganization of entities under common control. In reorganizations of entities under common control, the balances of the acquired entity are carried over at historical costs with no goodwill or excess consideration recorded. Pursuant to FASB 141, the financial activity of the acquiree (Red Gold) in a reorganization of entities under common control is presented as if the acquiree was consolidated at the beginning of the period. Subsequent to acquisition, Dunn Roman repurposed Red Gold to develop applications for the technology in the animal feed supplement industry and sold 15% of Red Gold to raise operating capital for Red Gold.

~~Fair~~Statement ~~value~~ of ~~certain~~Financial ofAccounting ~~the~~Standards ~~Company’s financial~~No. ~~instruments~~160, ~~including~~Non-controlling ~~cash~~Interests ~~and~~in ~~cash~~Consolidated ~~equivalents~~Financial Statements, ~~accounts~~establishes ~~receivable,~~standards ~~account~~for ~~payable,~~accounting ~~accrued~~for ~~expenses~~non-controlling interest, ~~notes~~sometimes ~~payables, and~~called ~~other~~a ~~accrued~~minority ~~liabilities~~interest, ~~approximate~~which ~~cost~~is ~~because~~that portion of ~~their~~equity ~~short~~in ~~maturities.~~a ~~The~~subsidiary ~~Company~~not ~~measures~~attributable, ~~and~~directly ~~reports~~or ~~fair~~indirectly, ~~value~~to ~~in accordance~~a ~~with~~parent. ~~ASC~~FAS ~~820,~~160 ~~“Fair~~requires ~~Value~~that ~~Measurements~~the ~~and~~minority ~~Disclosure”~~portion ~~defines~~of ~~fair~~equity ~~value,~~and ~~establishes~~net aincome/loss ~~framework~~from ~~for~~operations ~~measuring fair~~of ~~value~~consolidated entities be reflected in ~~accordance~~the ~~with~~financial ~~generally~~statements. ~~accepted~~The ~~accounting~~Company ~~principles~~previously adopted FAS 160 and ~~expands~~has ~~disclosures~~reflected ~~about~~the ~~fair~~impact ~~value~~in ~~investments~~the accompanying consolidated financial statements.

~~Fair~~All ~~value,~~intercompany asbalances ~~defined~~have inbeen ~~ASC~~eliminated ~~820, is the price that would be received to sell an asset or paid to transfer a liability~~ in ~~an orderly transaction between market participants at the measurement date~~consolidation. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

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

~~Level~~Financial 1Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriate accounting treatment under U.S. GAAP for companies that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income. The Company adopted FAS 52 in the year ended June 30, 2012 and has chosen US dollars as the local currency. The effect of adopting FAS 52 have been reflected in the accompanying consolidated financial statements.

~~Quoted~~The ~~prices~~Company’s ~~(unadjusted)~~principal inoperations ~~active~~are ~~markets~~located ~~that~~in ~~are~~South ~~accessible~~Africa atand the ~~measurement~~primary ~~date~~currency used is the South African Rand. Accordingly, the financial statements are first prepared in Rand and then converted to US Dollars for ~~identical~~reporting ~~assets~~purposes. orWe ~~liabilities;~~use ~~The~~the ~~Company~~average ~~values~~conversion ~~it’s~~rate ~~available~~for the period for ~~sale~~income statement purposes ~~securities~~and ~~using~~the ~~Level~~closing 1exchange rate as of the balance sheet date. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as a component of comprehensive loss on the income statement.

~~Level 2~~19

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

~~Level~~The 3Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

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

~~Fair~~The ~~value~~Company ~~measurements~~is ~~are~~subject ~~required~~ to ~~be disclosed~~income bytaxes ~~the Level within the fair value hierarchy~~ in ~~which~~ the ~~fair~~U.S. ~~value~~federal ~~measurements~~jurisdiction inand ~~their~~that ~~entirety~~of ~~fall~~South Africa. ~~Fair~~Tax ~~value measurements~~regulations ~~using~~within ~~significant~~each ~~unobservable~~jurisdiction ~~inputs (in Level 3 measurements)~~ are subject to ~~expanded~~the ~~disclosure~~interpretation ~~requirements including a reconciliation~~ of the ~~beginning~~related ~~and~~tax ~~ending~~laws ~~balances,~~and ~~separately~~regulations ~~presenting~~and ~~changes~~require ~~during~~significant ~~the~~judgment ~~period attributable~~ to ~~the~~apply. ~~following: (i)~~With ~~total~~few ~~gains~~exceptions, ~~or losses for~~ the ~~period~~Company ~~(realized~~is ~~and~~no ~~unrealized),~~longer ~~segregating~~subject ~~those~~to ~~gains~~U.S. ~~or losses included in earnings~~federal, state and a ~~description~~local ofincome ~~where~~tax ~~those~~examinations ~~gains~~by ortax ~~losses~~authorities ~~included~~for ~~in earning are reported in~~ the ~~statement~~years ofbefore ~~income~~April 1, 2007.

23The Company is not currently under examination by any federal or state jurisdiction.

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

WeEmerging ~~have~~Growth ~~no off-balance sheet arrangements.~~Company

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

~~The~~Fair ~~Company's~~Value ~~financial statements have been prepared on a going concern basis, which contemplates the realization~~ of ~~assets~~Financial and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.Instruments

~~The~~Fair value of certain of the Company’s ~~has~~financial ~~incurred~~instruments aincluding ~~net~~cash ~~loss~~and ~~for~~cash ~~the~~equivalents, ~~years~~accounts ~~ended~~receivable, ~~June~~account 30payable, ~~2015~~ accrued expenses, notes payables, and ~~2014. These~~other ~~conditions~~accrued ~~raise~~liabilities ~~substantial~~approximate ~~doubt~~cost asbecause toof ~~the~~their short maturities. The Company's ~~ability~~measures toand ~~continue~~reports asfair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a ~~going~~framework ~~concern~~for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

~~The~~Fair ~~Company's~~value, ~~continued~~as ~~existence~~defined in ASC 820, is ~~dependent upon~~the ~~its~~price ~~ability~~that would be received to ~~execute~~sell ~~its~~an ~~operating~~asset ~~plan~~or ~~and~~paid to ~~obtain~~transfer ~~additional~~a ~~debt~~liability orin ~~equity~~an ~~financing.~~orderly ~~There~~transaction ~~can~~between bemarket noparticipants ~~assurance~~at the ~~necessary~~ ~~debt~~measurement ordate. ~~equity~~The ~~financing~~fair ~~will~~value beof ~~available~~an asset should reflect its highest and best use by market participants, principal (or ~~will~~most beadvantageous) ~~available~~markets, onand ~~terms~~an ~~acceptable~~in-use toor an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The ~~Company~~selection isand ~~actively~~application ~~pursuing~~of ~~alternative financing~~one or more of the techniques may require significant judgment and ~~has~~are ~~had~~primarily ~~discussions~~dependent ~~with~~upon ~~various~~the ~~third~~characteristics ~~parties~~of the asset or liability, ~~although~~and nothe ~~firm~~quality ~~commitments~~and ~~have~~availability ~~been~~of ~~obtained~~inputs. ~~Management~~Valuation ~~believes these~~techniques ~~efforts~~used ~~will~~to ~~generate~~measure ~~sufficient~~fair ~~cash~~value ~~flows~~under ~~from~~ASC ~~future~~820 ~~operations~~must tomaximize ~~pay~~ the ~~Company's~~use ~~obligations~~of observable inputs and ~~fund~~minimize the ~~Company until~~use itof ~~can~~unobservable ~~achieve~~inputs. ~~profitable~~ASC ~~operations.~~820 ~~There~~also isprovides nofair ~~assurance~~value ~~any~~hierarchy offor ~~these~~inputs ~~transactions~~and ~~will~~resulting ~~occur.~~measurement as follows:

Management has evaluated operating practices during the years ended 2015 and 2014, and have made modifications to our present-day operations, accordingly. We intend to expand our business through sales of Phytofare® branded products which were released to market in early 2015. We will also seek to obtain government grants to fund research and development and are exploring the potential to sell limited licenses to the Phytofare® product. We expect to raise capital in excess of what is generated from operations either through debt or equity transactions, or through the sale of licenses.20

~~ITEM~~Level ~~7A. QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~1

~~Not~~Quoted ~~applicable~~prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1.

~~ITEM~~Level ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~2

~~The~~Quoted ~~financial~~prices ~~statements~~for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and ~~related~~inputs ~~notes~~ that are ~~included~~derived asprincipally ~~part~~from ofor ~~this~~corroborated ~~report~~by asobservable ~~indexed~~market indata for substantially the ~~appendix~~full onterm ~~page~~of ~~F-1~~the ~~through~~assets ~~F-29.~~or liabilities; and

~~ITEM~~Level ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~3

OnUnobservable ~~January~~inputs ~~22,~~for ~~2014,~~ the ~~Registrant’s Board~~asset of Directors approved the engagement of Terry L. Johnson, CPA, as the Company's independent accountant effective immediately to audit our financial statements and to perform reviews of interim financial statements. During the fiscal years ended June 30, 2013 and 2012 through January 22, 2014 neither the Company nor anyone acting on its behalf consulted with Terry L. Johnson, CPA regarding (i) either the application of any accounting principles to a specific completed or ~~contemplated~~liability ~~transaction of the Registrant, or the type of audit opinion~~ that ~~might~~are besupported ~~rendered~~ by ~~Terry~~little ~~L. Johnson, CPA on our financial statements;~~ or ~~(ii)~~no ~~any~~market ~~matter~~activity that was either the subject of a disagreement with our prior auditor or a reportable event with respect to such auditor. Terry L. Johnson, CPA, subsequently performed a re-audit of the Company’s financial statements for the years ended June 30, 2012 and ~~2013~~that ~~and issued~~are ~~his~~significant ~~opinion respective~~ to ~~those audits, which was included in Form 10-K/A filed with~~ the ~~Commission~~fair ~~on April 29, 2014~~values. ~~There were no material adjustments or changes to the financial statements resulting from such re-audits.~~

24Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

OnOFF-BALANCE ~~April~~SHEET 22, 2015, Plandaí accepted the resignation of Terry L. Johnson, CPA (“Johnson”) from his engagement to be the independent certifying accountant for the Company. Other than an explanatory paragraph included in Johnson’s audit report for our fiscal years ended June 30, 2014 and 2013 relating to the uncertainty of our ability to continue as a going concern, the audit reports of Johnson on our financial statements for the last fiscal year ended June 30, 2014 and 2013, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's 2014 and 2013 fiscal year and through the date of his resignation, there were no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Johnson, would have caused Johnson to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.ARRANGEMENTS

OnWe ~~April~~have ~~22,~~no ~~2015,~~off-balance ~~the~~sheet ~~Company’s Board of Directors approved the engagement of Danielle M~~arrangements. Adams, CPA of Adams Advisory, LLC (“Adams”), as Plandaí’ independent accountant effective immediately to audit our financial statements and to perform reviews of interim financial statements. During the fiscal years ended June 30, 2014 and 2013 through April 22, 2015 neither the Company nor anyone acting on its behalf consulted with Adams regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Adams on our financial statements; or (ii) any matter that was either the subject of a disagreement with Johnson or a reportable event with respect to Johnson.

~~From August 2, 2012 until September~~ 2015, ~~Plandaí engaged~~GOING ~~the~~CONCERN ~~services~~OPINION ofBY ~~Steven~~COMPANY Corso & Associates to assist with financial statement preparation and related services. In connection therewith, Mr. Corso and/or his associates reviewed financial statements drafted by the Company. These services including reviewing our financial filings, including Form 10-K and 10-Q, assisting with certain income tax disclosures, assisting with derivative liability calculations, and interfacing with our independent auditors during the course of our annual audits and quarterly reviews.AUDITOR

InThe ~~September 2015, Plandaí received notice from the Commission that Mr. Corso~~Company’s ~~license~~financial tostatements ~~practice~~have ~~before the Commission had~~ been ~~revoked,~~prepared ~~amongst~~on ~~other~~a ~~things, and~~going ~~severed~~concern ~~its relationship. As part of its internal review process~~basis, ~~the~~which ~~Company~~contemplates ~~examined~~ the ~~involvement~~realization of ~~Mr.~~assets ~~Corso with respect to the Company’s filings~~ and ~~financial~~satisfaction ~~statement~~of ~~preparation~~liabilities ~~and determined that Mr. Corso did not have any role~~ in ~~bookkeeping, compiling~~ the ~~financial~~normal ~~statements,~~course orof ~~drafting~~business. ~~our~~The financial ~~filings.~~statements Hedo ~~did~~ not ~~have~~include ~~access~~any toadjustment ~~the~~relating ~~Company’s~~to ~~accounting files~~recoverability and ~~was~~classification ~~not~~of anrecorded ~~authorized~~amounts ~~signatory on any Company accounts. Rather, the role~~ of ~~Corso~~assets &and ~~Associates~~liabilities ~~was~~that ~~limited~~might tobe ~~reviewing Company~~necessary ~~prepared~~should ~~documents to ensure US GAAP compliance and interfacing with~~ the ~~CPA~~Company ~~firm~~be ofunable ~~record prior~~ to ~~his~~continue ~~dismissal~~as ina ~~connection with~~going ~~the audit process~~concern.

The ~~notice~~Company ~~from~~has ~~the~~incurred ~~Commission~~a ~~also~~net ~~advised the~~loss ~~Company~~for ~~that~~the ~~its~~years ~~prior~~ended ~~auditor~~June 30, ~~Terry L. Johnson~~2016, ~~CPA~~2015, ~~had been suspended from the PCAOB~~ and ~~had his license to practice before the Commission revoked~~2014. InThese ~~light~~conditions ofraise ~~this~~substantial ~~information~~doubt ~~and~~as ~~during~~to the ~~course of the~~ Company’s ~~re-audit~~ability ofto ~~the~~continue ~~financial~~as statements previously audited by Mr. Johnson, the Company determined that the financial statements for the year ended June 30, 2014 audited by Mr. Johnson and previously filed with the Commission on Form 10-K, could not be relied upon. The Company filed a ~~notification on~~going ~~non-reliance of previously issued financial statements on Form 8-K on April 27, 2016~~concern.

OnThe ~~September~~Company’s ~~21,~~continued ~~2015,~~existence ~~Plandaí~~is ~~accepted~~dependent ~~the~~upon ~~resignation~~its ofability ~~Danielle M. Adams, CPA (“Adams”) from her engagement~~ to beexecute ~~the~~its ~~independent~~operating ~~certifying~~plan ~~accountant for the Company. Adams did not issue any audit reports on our financial statements for the last fiscal year ended June 30, 2014~~ and ~~2013,~~to ~~and~~obtain ~~did~~additional ~~not~~debt ~~issue an adverse opinion~~ or aequity ~~disclaimer of opinion~~financing. ~~During~~There ~~period~~can ofbe ~~her~~no ~~appointment~~assurance ~~through~~ the ~~date of~~necessary ~~her~~debt ~~resignation, there were no disagreements with Adams on any matter of accounting principles~~ or ~~practices,~~equity ~~financial~~financing ~~statement disclosure,~~will orbe ~~auditing~~available ~~scope~~ or ~~procedure,~~will ~~which,~~be ifavailable ~~not~~on ~~resolved~~terms toacceptable ~~the satisfaction of Adams, would have caused Johnson~~ to ~~make reference to~~ the ~~subject matter of the disagreements in connection with her report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K~~Company.

OnThe ~~September 24, 2015, we retained Cutler & Co., LLC, as our new independent principal accountant to audit the~~ Company’s ~~financial~~is ~~statements.~~actively ~~During the~~pursuing ~~Company’s~~alternative ~~two~~financing ~~most recent fiscal years to date,~~ and ~~subsequent~~has ~~interim period through the date of engagement, the Company~~ had ~~not~~discussions ~~retained~~with orvarious ~~inquired~~third ~~of Cutler & Co.~~parties, ~~LLC~~although ~~regarding~~no ~~the~~firm ~~application~~commitments ofhave ~~accounting~~been ~~principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant's financial statements~~obtained. ~~Further,~~Management ~~the~~believes ~~Company~~these ~~received~~efforts nowill ~~written~~generate ~~report~~sufficient orcash ~~oral~~flows ~~advice~~ from ~~Cutler~~future &operations ~~Co., LLC that the Company considered in reaching a decision~~ to ~~retain~~pay ~~them, nor had~~ the Company ~~communicated with or had any disagreements or reportable events that concern Cutler & Co., LLC or the Company~~’s ~~interactions~~obligations ~~with~~and ~~its~~fund ~~former independent auditor for~~ the ~~previous~~Company ~~two~~until ~~most~~it ~~recent~~can ~~fiscal~~achieve ~~years~~profitable tooperations. ~~date~~There ~~and~~is ~~subsequent~~no ~~interim~~assurance ~~period~~any ~~through~~of ~~the~~these ~~date~~transactions ofwill ~~engagement~~occur.

25ITEM 7A. QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

OnNot ~~October 1, 2015, Cutler & Co~~applicable., LLC merged its SEC auditing practice with Pritchett, Siler & Hardy PC. As a result of the transaction, Cutler & Co. voluntarily deregistered with the PCAOB and resigned as the Company’s independent registered public accounting firm effective November 12, 2015.

~~During~~ITEM 8. ~~the~~FINANCIAL ~~period~~STATEMENTS ~~from~~AND ~~its~~SUPPLEMENTARY appointment on September 24, 2015 through its resignation November 12, 2015, there were no disagreements with the Company on any matter of accounting principles or practices, financial statement disclosure and procedure which, if not resolved to the satisfaction of Cutler & Co, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report; and there were no “reportable events” as that term is defined in Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934. DATA

OnThe ~~April 26, 2016, the Company retained Pritchett, Siler and Hardy PC of Salt Lake City, Utah as our new independent principal accountant to audit the Company’s~~ financial statements~~. During~~ ~~the Company’s two most recent fiscal years to date,~~ and ~~subsequent~~related ~~interim~~notes ~~period~~are ~~through~~included ~~the~~as ~~date~~part of ~~engagement, the~~this Company has not retained or inquired of Pritchett, Siler and Hardy PC regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant's financial statements. Further, the Company received no written report oras ~~oral~~indexed ~~advice from Pritchett, Siler and Hardy PC that the Company considered~~ in ~~reaching a decision to retain them, nor has~~ the ~~Company~~appendix ~~communicated~~on ~~with~~page orF-1 had any disagreements or reportable events that concern Pritchett, Siler and Hardy PC or the Company’s interactions with its former independent auditor for the previous two most recent fiscal years to date and subsequent interim period through ~~the date of engagement~~F-22.

Subsequent to June 30, 2015, the Company implemented new controls and procedures designed to help ensure the retention of qualified, PCAOB auditors that are capable of completing the necessary reviews and audits in a timely manner.21

ITEM 9A 9. ~~CONTROLS~~CHANGES IN AND ~~PROCEDURES~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Management~~On April 22, ~~including~~2015, Plandaí accepted the resignation of Terry L. Johnson, CPA (“Johnson”) from his engagement to be the independent certifying accountant for the Company. Other than an explanatory paragraph included in Johnson’s audit report for our ~~chief~~fiscal ~~executive officer~~years ended June 30, 2014 and ~~chief~~2013 ~~financial~~relating ~~officer,~~to asthe uncertainty of the ~~end~~our ability to continue as a going concern, the audit reports of Johnson on our financial statements for the ~~period~~last ~~covered~~fiscal byyear ~~this~~ended ~~Annual~~June 30, ~~Report~~2014 onand ~~Form~~2013 ~~10-K~~through April 22, ~~has~~2015, ~~concluded~~did ~~our disclosure~~not ~~controls~~contain ~~and~~an ~~procedures~~adverse (opinion or a disclaimer of opinion, nor was it qualified or modified as ~~defined~~to inuncertainty, ~~Rules~~audit ~~13a-14(c)~~scope ~~and~~or ~~15d-14(c)~~accounting ~~under~~principles. During the ~~Securities~~Company’s ~~Exchange~~2014 ~~Act~~and 2013 fiscal year and through the date of ~~1934~~his resignation, there were ~~not~~ ~~effective~~no todisagreements ~~ensure~~with ~~that~~Johnson ~~information~~on ~~required~~any tomatter beof ~~disclosed~~accounting inprinciples ~~reports~~or wepractices, ~~file~~financial statement disclosure, or ~~submit~~auditing ~~under~~scope ~~the~~or ~~Exchange~~procedure, ~~Act~~which, isif ~~recorded~~not resolved to the satisfaction of Johnson, ~~processed,~~ ~~summarized~~would ~~and~~have ~~reported~~caused ~~within~~Johnson to make reference to the ~~time~~subject ~~periods~~matter ~~specified~~of the disagreements in ~~SEC~~connection ~~rules~~with their report, and ~~forms~~(2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On April ~~Changes~~22, in2015, ~~Internal Controls~~the Company’s Board of Directors approved the engagement of Danielle M. Adams, CPA of Adams Advisory, LLC (“Adams”), as Plandaí’s independent accountant effective immediately to audit our financial statements and to perform reviews of interim financial statements. During the fiscal years ended June 30, 2014 and 2013 through 2015 neither the Company nor anyone acting on its behalf consulted with Adams regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Adams on our financial statements; or (ii) any matter that was either the subject of a disagreement with Johnson or a reportable event with respect to Johnson.

~~There~~On ~~were~~September 21, no2015, ~~significant~~Adams ~~changes~~Advisory, ~~in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation~~LLC, ~~apart~~resigned ~~from ensuring~~its ~~that~~position. ~~the~~No ~~Company~~report ~~retains~~was ~~qualified~~issued ~~independent~~by ~~contractors.~~Adams ~~However~~Advisory, ~~the~~LLC ~~design~~for ofeither ~~any system~~ of ~~controls is based in part upon certain assumptions about~~ the ~~likelihood~~past oftwo ~~future~~years ~~events~~contained ~~and~~an ~~there~~adverse isopinion noor ~~certainty~~a ~~that~~disclaimer ~~any~~of ~~design~~opinion, ~~will~~or ~~succeed~~was inqualified ~~achieving its~~or ~~stated~~modified ~~goal~~as ~~under~~to ~~all~~uncertainty, ~~potential~~audit ~~future considerations~~scope, ~~regardless~~or ofaccounting ~~how remote~~principles.

~~Management~~On September 24, 2015, the Company retained Cutler & Co., LLC, as its new independent principal accountant to audit the Company’s ~~Report~~financial statements. During the Company’s two most recent fiscal years to date, and subsequent interim period through the date of engagement, the Company has not retained or inquired of Cutler & Co., LLC regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on ~~Internal~~the ~~Control~~registrant’s ~~over~~financial ~~Financial Reporting~~statements. Further, the Company received no written report or oral advice from Cutler & Co., LLC that the Company considered in reaching a decision to retain them, nor has the Company has communicated with or had any disagreements or reportable events that concern Cutler & Co., LLC, or the Company’s interactions with its former independent auditor for the previous two most recent fiscal years to date and subsequent interim period through the date of engagement.

~~Our~~On ~~management~~October 1, is2015, ~~responsible~~Cutler ~~for~~& ~~establishing and~~Co., ~~maintaining~~LLC ~~adequate internal control over financial reporting as defined in Rule 13a-15~~(f)“Cutler ~~under~~& ~~the Exchange Act~~Co.”) ~~Internal control~~terminated ~~over~~its ~~financial~~SEC ~~reporting~~auditing ~~refers~~practice toand avoluntarily ~~process~~deregistered ~~designed~~with ~~by, or under~~ the ~~supervision~~PCAOB ~~of, our Chief Executive Officer~~ and ~~Chief~~ ~~Financial~~resigned ~~Officer~~as ~~and effected by our Board, management and other personnel, to provide reasonable assurance regarding~~ the ~~reliability~~ ofCompany’s ~~financial~~independent ~~reporting~~registered ~~and~~public ~~the~~accounting ~~preparation~~firm ofeffective ~~financial statements for external purposes in connection with generally accepted accounting principles~~November 12, ~~including those policies and procedures that:~~2015.

26The Company had appointed Cutler & Co. as its independent registered public accounting firm on September 24, 2015, and since that date, through its resignation on November 12, 2015, Cutler & Co. has not completed either an audit of our annual financial statements or a review of our interim unaudited quarterly financial statements. Accordingly, Cutler & Co. issued no report during the period of its appointment.

-Cutler ~~pertain~~& toCo.’s ~~the~~auditing ~~maintenance of records that, in reasonable detail, accurately~~ and fairly reflect the transactions and dispositions of our assets; - provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting ~~principles,~~practice ~~and~~was ~~that~~purchased by ~~our~~Haynie ~~receipts~~& ~~and~~Co. ~~expenditures are being made only~~ in ~~accordance~~November ~~with~~2015. ~~authorizations~~Haynie of& ~~our~~Co. ~~management~~did ~~and~~not ~~directors;~~conduct ~~and~~an -audit ~~provide reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized acquisition, use or disposition of~~ our ~~assets~~annual ~~that~~financial ~~could~~statements ~~have~~for a2016 ~~material~~and ~~effect~~issued no onreport ~~our~~during ~~consolidated~~the ~~financial statements~~period.

~~Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements~~ITEM 9A. InCONTROLS ~~addition, projections~~AND of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.PROCEDURES

InManagement, ~~connection~~including ~~with~~our ~~the~~chief ~~preparation~~executive ofofficer ~~this Annual~~and ~~Report~~chief onfinancial ~~Form 10-K for the year ended June 30~~officer, ~~2015,~~as ~~management,~~of ~~with~~ the ~~participation~~end of ~~our Chief Executive Officer, has evaluated~~ the ~~effectiveness~~period ofcovered ~~our~~by ~~internal~~this ~~controls~~Annual ~~over~~Report ~~financial~~on ~~reporting~~Form 10-K, ~~pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer~~ has concluded ~~that the design and operation of~~ our ~~internal~~disclosure controls and procedures ~~were not effective~~ (as ofdefined ~~June~~in ~~30,~~Rules 13a-14(c) ~~2015,~~and as15d-14(c) ~~evidenced~~under bythe ~~our~~Securities ~~late~~Exchange ~~filing~~Act of ~~this~~1934 ~~Form 10-K and subsequent interim reports. There~~ were nonot ~~significant~~effective ~~changes~~to inensure ~~our internal controls over financial reporting~~ that ~~occurred~~information ~~during~~required ~~the~~to ~~fourth~~be ~~fiscal~~disclosed ~~quarter that~~in ~~have~~reports ~~materially~~we ~~affected,~~file or ~~are~~submit ~~reasonably~~under ~~likely~~the toExchange ~~materially~~Act ~~affect,~~is ~~our internal controls over financial reporting. Subsequent to June 30~~recorded, ~~2015~~processed, ~~the~~summarized ~~Company implemented new controls~~ and ~~procedures~~reported ~~designed~~within ~~to help ensure~~ the ~~retention~~time ofperiods ~~qualified,~~specified ~~PCAOB auditors~~in ~~that~~SEC ~~are~~rules ~~capable of completing the necessary reviews~~ and ~~audits in a timely manner~~forms.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.22

~~ITEM~~Changes ~~9B.~~in ~~OTHER~~Internal ~~INFORMATION~~Controls.

~~Not~~There ~~Applicable~~were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were significant deficiencies and material weaknesses identified.

~~PART~~Management’s ~~III~~Report on Internal Control over Financial Reporting

~~ITEM~~Our 10management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. ~~DIRECTORS~~Internal control over financial reporting refers to a process designed by, ~~EXECUTIVE~~or ~~OFFICERS~~under ~~AND~~the ~~CORPORATE~~supervision ~~GOVERNANCE.~~of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with generally accepted accounting principles, including those policies and procedures that:

~~The~~- ~~following~~pertain ~~table~~to ~~sets~~the ~~forth~~maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; - provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~June~~financial 30statements in accordance with generally accepted accounting principles, ~~2015~~and ~~certain~~that ~~information regarding~~our receipts and expenditures are being made only in accordance with authorizations of our ~~current~~management and directors; and ~~executive~~- ~~officers:~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Name	Age	Position
Roger Baylis-Duffield	72	Chairman, President, Chief Executive and Chief Financial Officer
Callum Cottrell-Duffield(1)	31	Vice President-Sales, Director
Daron Baylis Duffield	64	Director
Brian Johnson	59	Director
Jamen Shively(1)	46	Director
Jessica Snyder-Gutierrez(1)	40	Executive Vice President, Secretary

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~(1)~~In ~~Mr.~~connection ~~Shively~~with ~~resigned from~~ the ~~Board~~preparation of ~~Directors~~this Annual Report on ~~February~~Form 10-K 29for the year ended June 30, 2016, ~~and~~management, ~~Ms.~~with ~~Snyder~~the participation of our Chief Executive Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-~~Gutierrez~~15 ~~was~~under ~~terminated~~the asExchange anAct. ~~officer~~Our Chief Executive Officer and Chief Financial Officer has concluded that the design and operation of our internal controls and procedures were not effective ~~February~~as 29of June 30, 2016. ~~Mr.~~There ~~Cottrell-Duffield~~were ~~was~~no ~~appointed~~significant ~~Secretary~~changes asin ofour ~~February~~internal 29controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, ~~2016~~or are reasonably likely to materially affect, our internal controls over financial reporting.

27This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

~~Roger~~ITEM 9B. ~~Baylis-Duffield~~OTHER ~~– Chairman, President, Chief Executive and Chief Financial Officer~~INFORMATION

~~Mr.~~Not ~~Baylis-Duffield is Chairman and Chief Executive Officer of Plandaí Biotechnology Inc~~Applicable. which he co-founded 2001 as a private Irish research company, Global Energy Solutions Corporation Limited, which merged into Plandaí in 2011. Mr. Baylis-Duffield has spent the last two decades developing the scientific platform of the Plandaí science through research and development programs in various parts of the world. In 2014 the Plandaí proprietary hydrodynamic processing system was commercialized at the Senteeko tea estate, South Africa. He has been involved with the science through many research and development programs with academic institutions, including three South African universities namely, North West University Department of Pharmacology, University of Cape Town and the University of Pretoria. Prior published research was conducted in the USA with the University of Washington and the USDA, Albany California.

~~Callum Cottrell-Duffield – Director, Vice President~~23

~~Mr.~~PART Callum Cottrell-Duffield is a graduate in International Business with French (BA Hons) from the University of the West of England. From 2007-2010, he was employed by Johnson and Johnson UK as a marketing & sales manager of a proprietary surgical device. Since 2010 he has been exclusively employed by the Company as the Director of Marketing and Sales. Mr. Cottrell-Duffield has been involved with the research and development of the Plandaí’s proprietary emulsions since 2004 and has worked extensively with the USA scientific team.III

~~Daron~~ITEM 10. ~~Baylis-Duffield~~DIRECTORS, –EXECUTIVE ~~Director~~OFFICERS AND CORPORATE GOVERNANCE.

~~Daron~~The ~~Baylis-Duffield~~following ~~has~~table asets ~~PhD~~forth inas ~~Clinical Psychology and is a consultant psychiatrist with an international practice. She is the co-founder~~ of ~~Global Energy Solutions. Ms~~June 30, ~~Baylis-Duffield~~2016 ~~was~~certain ~~born~~information inregarding ~~Malawi~~our ~~and~~current ~~has~~directors ~~lived a great deal of her life in East~~ and ~~Southern~~executive Africa. She has an in-depth knowledge of the malnutrition crisis, alongside the accompanying physical and psychological dilemmas facing the people of Africa. During the 1990s she worked with the Red Cross in the HIV/Aids programs in South Africa.officers:

Brian Johnson – Director

Name	Age	Position
Roger Duffield	73	Chairman, President, Chief Executive and Chief Financial Officer
Callum Baylis-Duffield	32	Vice President-Sales, Director
Daron Baylis Duffield	65	Director
Brian Johnson	60	Director

~~Mr.~~Roger ~~Johnson~~Baylis-Duffield is– ~~a patent attorney with a Bachelor of Science degree in Electrical Engineering and Juris Doctorate degree~~Chairman, ~~both from the University of Texas~~President, ~~Austin~~Chief ~~and~~Executive a Bachelor of Science degree in Mechanical Engineering from the University of Colorado, Boulder. He has practiced as an engineer in the United States Air Force as well as in the private sector, was previously a patent inspector, and ~~was~~Chief ~~admitted~~Financial ~~to the Texas State Bar in 1995. Since 2008, he has served a patent counsel for Intellectual Ventures, LLC, prior to which he was Of Counsel Attorney for Davis Wright Tremaine, LLP.~~Officer

~~Jamen~~Mr. ~~Shively~~Duffield –is ~~Director~~Chairman and Chief Executive Officer of Plandaí Biotechnology Inc. which he co-founded 2001 as a private Irish research company, Global Energy Solutions Corporation Limited, which merged into Plandaí in 2011. Mr. Duffield has spent the last decade developing the scientific platform of the Plandaí science through research and development programs in various parts of the world. In 2014 the Plandaí proprietary hydrodynamic processing system was commercialized at the Senteeko tea estate, South Africa. He has been involved with the science through many research and development programs with academic institutions, including three South African universities namely, North West University Department of Pharmacology, University of Cape Town and the University of Pretoria. Prior published research was conducted in the USA with the University of Washington and the USDA, Albany California.

~~Jamen~~Callum Shively has a background in engineering and marketing, with specialties in artificial intelligence, the modeling and optimization of complex networks, and the creation and positioning of new categories of products and services. Jamen founded Diego Pellicer Inc. in 2012, and built the brand from zero to the #1 most recognized brand of cannabis in the world in less than one year. Prior to founding Diego Pellicer, Jamen worked for Microsoft from 2003 Cottrell-Duffield ~~2009~~– ~~as Corporate Strategy Manager~~Director, ~~where~~Vice he focused on the creation and development of new categories of software products and online services. Preceding his Microsoft career, he headed Shively International Inc., which built and operated both cybercafés and educational computer centers in Mexico. Before founding Shively International, he worked for Cemex in Mexico and was the designer of the Tactical System for Cemex, which, using an artificial intelligence technology which Jamen developed, determines the optimal production and distribution plan for all of Cemex cement products worldwide. Just prior to founding Diego Pellicer Inc., Jamen founded and headed the online marketplace for the specialty food industry, Findood, winning first place in the Northwest Entrepreneur Network’s First Look Forum Competition for the top new startup in 2010. Jamen completed his undergraduate work at U.C. Berkeley in Civil Engineering, and did graduate work at M.I.T. and U.C. Berkeley in Civil Engineering and Materials Science. He is a Fellow of the National Science Foundation.President

28Mr. Callum Cottrell-Duffield is a graduate in International Business with French (BA Hons) from the University of the West of England. From 2007-2010, he was employed by Johnson and Johnson UK as a marketing & sales manager of a proprietary surgical device. Since 2010 he has been exclusively employed by the Company as the Director of Marketing and Sales. Mr. Cottrell-Duffield has been involved with the research and development of the Plandaí’s proprietary emulsions since 2004 and has worked extensively with the USA scientific team.

~~Jessica~~Daron ~~Snyder~~Baylis-~~Gutierrez~~Duffield – ~~Executive Vice President, Secretary~~Director

~~Beginning~~Daron inBaylis-Duffield ~~May~~has ~~2010~~a ~~through~~PhD ~~January 2012,~~in ~~Ms.~~Clinical ~~Snyder-Gutierrez~~Psychology ~~served as President~~ and ~~Chief~~is ~~Executive~~a ~~Officer~~consultant ofpsychiatrist ~~Hall~~with ofan ~~Fame~~international ~~Beverage, Inc~~practice. ~~From~~She ~~2011~~is tothe ~~2015, Ms. Snyder~~co-~~Gutierrez~~founder ~~served~~of asGlobal aEnergy ~~Quality Analyst and Compliance Officer for J~~Solutions.P. ~~Morgan Chase. In this capacity~~ Ms. ~~Snyder~~Baylis-~~Gutierrez monitored~~Duffield ~~operations~~was ~~performance~~born byin ~~conducting~~Malawi ~~quality reviews through compliance~~ and ~~audits,~~has ~~including~~lived ~~reviews~~a ongreat ~~operational procedures~~deal ~~and customer service reviews; identifying strengths and deficiencies, ensuring accuracy~~ of ~~regulatory~~her ~~compliance,~~life ~~loan documentation,~~in ~~and~~East ~~accurate data input; facilitated employee review sessions~~ and ~~coordinated~~Southern ~~and~~Africa. ~~participated~~She inhas ~~process~~an ~~improvement projects, either directly or~~ in-depth ~~support~~knowledge toof ~~department~~the ~~managers;~~malnutrition ~~was~~crisis, ~~responsible~~alongside ~~for~~the ~~knowing~~accompanying ~~and~~physical ~~following state~~ and ~~government regulations~~psychological ~~and~~dilemmas ~~guidelines;~~facing ~~worked with underwriting teams and~~ the ~~U.S.~~people ~~Department~~ of ~~Justice~~Africa. ~~team~~During tothe ~~insure~~1990s ~~files~~she ~~meet~~worked ~~all~~with ~~criteria for~~the ~~accuracy~~Red ~~and~~Cross ~~integrity~~in ~~through~~the ~~compliance~~HIV/Aids ~~reviews~~programs toin ~~determine~~South ~~fate of files; and, maintained current knowledge of Anti Money Laundering, state banking guidelines and Dodd-Frank rules and regulations~~Africa.

~~DIRECTOR~~Brian ~~COMPENSATION~~Johnson – Director

~~The~~Mr. ~~Company~~Johnson ~~does~~is ~~not~~a ~~presently~~patent ~~have~~attorney ~~any~~with ~~compensation~~a ~~agreements with~~Bachelor ~~its~~of ~~directors~~Science degree in Electrical Engineering and Juris Doctorate degree, both from the University of Texas, Austin and a Bachelor of Science degree in Mechanical Engineering from the University of Colorado, Boulder. He has practiced as an engineer in the United States Air Force as well as in the private sector, was previously a patent inspector, and was admitted to the Texas State Bar in 1995. Since 2008, he has served a patent counsel for Intellectual Ventures, LLC, prior to which he was Of Counsel Attorney for Davis Wright Tremaine, LLP.

~~TERM~~DIRECTOR ~~OF OFFICE~~COMPENSATION

The ~~directors~~Company ~~named~~does ~~above~~not ~~will~~presently ~~serve~~have ~~until the~~any ~~next~~compensation ~~annual~~agreements ~~meeting~~with ofits ~~our shareholders~~directors. ~~In absence of an employment agreement, officers hold their positions at the satisfaction of the Board of Directors.~~

~~FAMILY RELATIONSHIPS~~24

~~Roger~~TERM ~~Baylis-Duffield~~OF ~~and Daron Baylis-Duffield are married. Callum Cottrell-Duffield is the son of Roger and Daron Baylis-Duffield.~~OFFICE

~~INVOLVEMENT~~The INdirectors ~~CERTAIN~~named ~~LEGAL~~above ~~PROCEEDINGS~~will serve until the next annual meeting of our shareholders. In absence of an employment agreement, officers hold their positions at the satisfaction of the Board of Directors.

~~None~~FAMILY ~~of our directors or executive officers has, during the past five years:~~RELATIONSHIPS

~~1. been~~Roger ~~convicted in~~Baylis-Duffield ~~a criminal proceeding~~ and ~~none~~Daron ofBaylis-Duffield ~~our~~are ~~directors~~married. orCallum ~~executive~~Cottrell-Duffield ~~officers~~ is ~~subject~~the toson aof ~~pending~~Roger ~~criminal~~and ~~proceeding,~~Daron Baylis-Duffield.

~~2. been~~INVOLVEMENT ~~subject~~IN toCERTAIN ~~any~~LEGAL order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, orPROCEEDINGS

~~3. been~~None ~~found by a court~~ of ~~competent~~our ~~jurisdiction (in~~directors ~~a civil action), the Securities and Exchange Commission~~ or ~~the~~executive ~~Commodity~~officers ~~Futures Trading Commission to have violated a federal or state securities or commodities law~~has, ~~and~~ during the ~~judgment~~past ~~has~~five ~~not been reversed~~years, ~~suspended, or vacated.~~

~~AUDIT~~1. ~~COMMITTEE~~been ~~FINANCIAL~~convicted ~~EXPERT~~in a criminal proceeding and none of our directors or executive officers is subject to a pending criminal proceeding,

~~The~~2. ~~Company's~~been ~~board~~subject ofto ~~directors~~any ~~does~~order, ~~not have an "audit committee financial expert~~judgment," ~~within~~or ~~the meaning of such phrase under applicable regulations of the Securities and Exchange Commission~~decree, ~~serving~~not onsubsequently ~~its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters~~reversed, ~~and~~suspended ~~that one~~ or ~~more~~vacated, ~~members~~ of ~~the~~any ~~board~~court ~~are capable~~ of ~~(i)~~competent ~~understanding generally accepted accounting principles ("GAAP") and financial statements~~jurisdiction, ~~(ii)~~permanently ~~assessing~~or ~~the~~temporarily ~~general application of GAAP principles in connection with our accounting for estimates~~enjoining, ~~accruals and reserves~~barring, ~~(iii)~~suspending ~~analyzing~~or ~~and~~otherwise ~~evaluating~~limiting ~~our~~his ~~financial statements,~~involvement ~~(iv)~~in ~~understanding~~any ~~our~~type ~~internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all~~ of ~~which are attributes of an audit committee financial expert. However~~business, ~~the board of directors believes that none of its members has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further~~securities, ~~like many small companies~~futures, itcommodities isor ~~difficult~~banking ~~for the Company to attract and retain board members who qualify as "audit committee financial experts~~activities," ~~and competition for these individuals is significant. The board believes that it is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."~~or

293. been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~COMPLIANCE~~AUDIT ~~WITH~~COMMITTEE ~~SECTION~~FINANCIAL ~~16(A) OF THE EXCHANGE ACT~~EXPERT

The Company’s board of directors does not have aan ~~class~~“audit committee financial expert,” within the meaning of ~~securities registered~~such ~~pursuant~~phrase tounder ~~Section~~applicable 12regulations of the Securities and Exchange ~~Act~~Commission, ofserving ~~1934~~on its audit committee. ~~Accordingly,~~The ~~the~~board ~~Company's~~of ~~executive~~directors ~~officers~~believes that all members of its audit committee are financially literate and ~~directors~~ experienced in business matters, and ~~persons~~that ~~who~~one ~~own~~or more ~~than~~members ~~10%~~of the board are capable of ~~its~~(i) ~~equity~~understanding ~~securities~~generally ~~are~~accepted ~~not~~accounting ~~subject~~principles to(“GAAP”) ~~the~~and ~~beneficial~~financial ~~ownership~~statements, ~~reporting~~(ii) ~~requirements~~assessing the general application of ~~Section~~ 16GAAP principles in connection with our accounting for estimates, accruals and reserves, (aiii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that ~~Act~~none of its members has obtained these attributes through the experience specified in the SEC’s definition of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” and competition for these individuals is significant. The board believes that it is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”

~~ITEM~~COMPLIANCE ~~11.~~WITH ~~EXECUTIVE~~SECTION 16(A) ~~COMPENSATION.~~OF THE EXCHANGE ACT

The ~~following~~Company ~~table~~does ~~provides~~not ~~certain~~have ~~summary information~~a ~~concerning~~class of securities registered pursuant to Section 12 of the ~~compensation~~Securities ~~earned~~Exchange byAct of 1934. Accordingly, the ~~named~~Company’s executive officers ~~for~~and ~~the~~directors ~~years~~and ~~ended~~persons ~~June~~who ~~30,~~own ~~2015~~more ~~and~~than ~~June~~10% ~~30,~~of ~~2014, for~~its ~~services~~equity ~~rendered~~securities inare ~~all~~not ~~capacities~~subject to the ~~Company:~~beneficial ownership reporting requirements of Section 16(a) of that Act.

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Roger Baylis-Duffield, CEO, CFO and Director	2015	180,000	-0-	5,125,000	-0-	-0-	-0-	-0-	5,305,000
	2014	117,500	-0-	500,000	-0-	-0-	-0-	-0-	617,000
Callum Cottrell-Duffield, Director, Vice President	2015	120,000	-0-	262,500	-0-	-0-	-0-	-0-	382,500
	2014	95,000	-0-	250,000	-0-	-0-	-0-	-0-	345,000
Daron Baylis-Duffield, Director(1)	2015	45,000	-0-	-0-	-0-	-0-	-0-	-0-	45,000
	2014	10,000	-0-	60,000	-0-	-0-	-0-	-0-	70,000
Brian Johnson Director	2015	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2014	-0-	-0-	60,000	-0-	-0-	-0-	-0-	60,000
Jamen Shively Director	2015	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2014	9,000	-0-	-0-	-0-	-0-	-0-	-0-	9,000
Jessica Snyder-Gutierrez, Secretary, Exec Vice President	2015	6,500	-0-	-0-	-0-	-0-	-0-	-0-	6,500
	2014	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

~~(1)~~ITEM 11. ~~Daron~~EXECUTIVE ~~Baylis-Duffield serves as the human resources manager for the Dunn Roman as, in such capacity receives compensation apart from her service as a Director~~COMPENSATION.

~~EMPLOYMENT~~The ~~AGREEMENTS~~following table provides certain summary information concerning the compensation earned by the named executive officers for the years ended June 30, 2016, and June 30, 2015, for services rendered in all capacities to the Company:

Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Roger Baylis-Duffield, CEO, CFO and Director	2016		180,000		-0-		5,125,000		-0-		-0-		-0-		-0-		5,305,000
	2015		117,500		-0-		500,000		-0-		-0-		-0-		-0-		617,000

Callum Cottrell-Duffield, Director, Vice President	2016		120,000		-0-		262,500		-0-		-0-		-0-		-0-		382,500
	2015		95,000		-0-		250,000		-0-		-0-		-0-		-0-		345,000

Daron Baylis-Duffield, Director	2016		45,000		-0-		-0-		-0-		-0-		-0-		-0-		45,000
	2015		10,000		-0-		60,000		-0-		-0-		-0-		-0-		70,000

Brian Johnson Director	2016		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2015		-0-		-0-		60,000		-0-		-0-		-0-		-0-		60,000

WeEMPLOYMENT ~~do not have a long-term incentive plan or arrangement of compensation with any individual in the group of officers and directors except as listed below:~~AGREEMENTS

InWe ~~March~~do ~~2013,~~not ~~the~~have ~~Company executed~~ a ~~five~~long-~~year employment~~term ~~contract~~incentive ~~with~~plan ~~Roger~~or ~~Baylis-Duffield,~~arrangement ~~who serves as Chief Executive Officer and Chief Financial Officer. The contract stipulates that Roger Baylis-Duffield is to be paid an annual salary~~ of ~~$180,000~~compensation ~~once~~with ~~certain~~any ~~conditions~~individual ~~were met, which happened~~ in ~~January~~the ~~2014.~~group ~~The contract also calls for an annual payment~~ of ~~2,000,000~~officers ~~common~~and ~~shares~~directors ofexcept ~~Plandaí~~as ~~stock~~listed ~~at the completion of each year of the contract.~~below:

In March 2013, the Company executed a five-year employment contract with ~~Callum~~Roger ~~Cottrell~~Baylis-Duffield, who serves as ~~Vice~~Chief ~~President~~Executive ofOfficer ~~Sales~~ and ~~Marketing~~Chief ~~and~~Financial ~~also as President of the Company’s nutriceutical division~~Officer. The contract stipulates that ~~Mr.~~Roger ~~Cottrell-~~Duffield is to be paid an annual salary of $~~120~~180,000 once certain conditions were met, which happened in January 2014. The contract also calls for an annual payment of 12,000,000 common shares of Plandaí stock at the completion of each year of the contract.

~~All~~In ofMarch 2013, the Company executed five-year employment contract with Callum Cottrell-Duffield, who serves as Vice President of Sales and Marketing and also as President of the company’s ~~employees~~nutriceutical ~~operate under~~division. ~~employment~~The ~~contracts~~contract ~~pursuant~~stipulates that Mr. Cottrell-Duffield is to ~~South~~be ~~African~~paid ~~labor~~an ~~laws~~annual salary of $120,000. ~~These~~The ~~contracts~~contract ~~vary~~also incalls ~~term~~for ~~and~~an ~~compensation~~annual ~~depending~~payment onof 1,000,000 common shares of Plandaí stock at the ~~individual~~ ~~employee~~completion ~~and~~of ~~their~~each ~~position~~year ~~within~~of the ~~Company~~contract.

~~STOCK~~All ~~OPTION~~of ~~GRANTS~~the ~~AND~~company’s ~~EXERCISES~~employees operate under employment contracts pursuant to South African labor laws. These contracts vary in term and compensation depending on the individual employee and their position within the company.

WeSTOCK ~~granted~~OPTION noGRANTS ~~stock~~AND ~~options to any of our officers or directors.~~EXERCISES

~~ITEM~~We ~~12.~~granted ~~SECURITY~~no ~~OWNERSHIP~~stock OFoptions ~~CERTAIN~~to ~~BENEFICIAL~~any ~~OWNERS~~of ~~AND~~our ~~MANAGEMENT~~officers ~~AND~~or ~~RELATED STOCKHOLDER MATTERS~~directors.

The following table sets forth information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Each individual or entity named has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, except where otherwise noted.26

Name and Address (1)	Number of Shares Beneficially Owned(2)	Class	Percentage Beneficially Owned(3)
Roger Baylis-Duffield Chairman, Chief Executive and Chief Financial Officer	82,359,835(4)	Common	50.0%
Callum Cottrell-Duffied, VP-Sales, Director	2,267,000	Common	1.3%
Daron Baylis-Duffield Director	82,359,835(5)	Common	50.0%
Brian Johnson Director	5,740,000(6)	Common	3.5%
Jamen Shively Director	-	-	*
Jessica Snyder-Gutierrez Exec VP and Secretary	-	-	*
All Officers and Directors as a group (6 in number)	90,366,835	Common	54.8%

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~(1)~~The ~~Unless~~following ~~otherwise~~table ~~stated,~~sets forth information regarding the ~~address~~beneficial ownership of ~~all~~ ~~persons~~our iscommon 17stock ~~Hanover~~with ~~Square~~respect to each of our executive officers, ~~London~~each of our directors, ~~England~~each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Each individual or entity named has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, except where otherwise noted.

(2) The information contained in this table with respect to beneficial ownership reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder. Pursuant to the rules of the Commission, in calculating percentage ownership, each person is deemed to beneficially own shares subject to options or warrants exercisable within 60 days of the date of this Filing, but shares subject to options or warrants owned by others (even if exercisable within 60 days) are deemed not to be outstanding.

Name and Address⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Class		Percentage Beneficially Owned⁽³⁾
Roger Baylis-Duffield Chairman, Chief Executive and Chief Financial Officer		82,359,835		Common		50.0	%
Callum Cottrell-Duffied, VP-Sales, Director		2,267,000		Common		1.3	%
Daron Baylis-Duffield Director		82,359,835		Common		50.0	%
Brian Johnson Director		5,740,000		Common		3.5	%
All Officers and Directors as a group (4 in number)		90,366,835		Common		54.8	%

(31) ~~The~~Unless ~~above~~otherwise ~~percentages~~stated, ~~are~~the ~~based~~address ~~on 164,419,936 shares~~ of ~~common~~all ~~stock~~persons ~~outstanding~~is as17 ofHanover ~~June~~Square 30London, ~~2015~~England W1S 1BN.

(42) ~~Includes~~The ~~77,319,935~~information ~~shares~~contained ~~held~~in bythis atable ~~trust of~~with ~~which~~respect ~~Roger~~to ~~Baylis~~beneficial ownership reflects “beneficial ownership” as defined in Rule 13d-~~Duffield~~3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, ~~Daron~~except ~~Baylis-Duffield~~as ~~are~~otherwise ~~equal~~indicated ~~beneficiaries~~or pursuant to community property laws, each shareholder has sole voting and ~~690,000~~investment power with respect to shares listed as beneficially owned by ~~Daron Baylis-Duffield~~such shareholder. Pursuant to the rules of the Commission, in calculating percentage ownership, each person is deemed to beneficially own shares subject to options or warrants exercisable within 60 days of the date of this Filing but shares subject to options or warrants owned by others (even if exercisable within 60 days) are deemed not to be outstanding.

~~(5)~~CHANGES ~~Includes~~IN ~~77,319,935 shares held by a trust of which Roger Baylis-Duffield and Daron Baylis-Duffield are equal beneficiaries, and 4,349,900 shares beneficially owned by Roger Baylis-Duffield.~~CONTROL

~~(6)~~We ~~Includes~~are ~~3,000,000~~unaware ~~shares~~of ~~held~~any bycontract or other arrangement, the ~~son~~ operation of ~~Mr.~~which ~~Johnson~~may, ~~and~~at ~~1,500,000~~a ~~shares~~subsequent ~~held~~date, result in a ~~trust~~change in control of ~~which~~our MrCompany. ~~Johnson~~Presently isin the by-laws there are no provisions that could delay a ~~beneficiary~~change in control of the Company.

3127

~~CHANGES~~ITEM 13. INCERTAIN ~~CONTROL~~RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

WeTo ~~are~~the ~~unaware~~best of ~~any~~our ~~contract~~knowledge, orthere ~~other~~are ~~arrangement, the~~no ~~operation~~other oftransactions ~~which~~involving ~~may~~any Director, atExecutive aOfficer, ~~subsequent~~any ~~date,~~nominee ~~result~~for inelection as a ~~change~~Director inor ~~control~~Officer, ofor ~~our~~any ~~Company.~~5% ~~Presently~~shareholder inwho ~~the~~is ~~by-laws~~a ~~there are~~beneficial noowner ~~provisions~~or ~~that~~any ~~could~~member ~~delay~~of athe ~~change~~immediate infamily ~~control~~ of the ~~Company.~~same, except as listed below:

~~ITEM~~As ~~13.~~of ~~CERTAIN~~June 30, ~~RELATIONSHIPS~~2016, ~~AND~~and ~~RELATED~~2015, ~~TRANSACTIONS~~the ~~AND~~Company ~~DIRECTOR~~has ~~INDEPENDENCE~~accounts payable to related parties totaling $0 and $2,949 which consists primary of amounts owed to officers and directors of the company relating to expenses paid on behalf of the company.

ToAs ~~the best~~ of ~~our~~June 30, ~~knowledge~~2013, ~~there~~the ~~are~~Company ~~no other~~had ~~transactions~~outstanding ~~involving~~loans ~~any~~from ~~Director,~~the Company’s Chief Executive Officer in the amount of $501,518. ~~any~~These ~~nominee~~loans ~~for~~were ~~election~~provided asin aprior ~~Director~~years orfor ~~Officer,~~short-term orworking ~~any~~capital 5%purposes ~~shareholder who~~and isbore interest at a ~~beneficial~~rate ~~owner~~of or4%. ~~any~~On ~~member~~February 5, of2014, the ~~immediate~~loans ~~family~~and ofall ~~the~~associated ~~same~~accrued interest were converted into 2,036,000 ~~except~~shares asof ~~listed~~the ~~below:~~Company’s restricted common stock.

As of June 30, 2014 ~~and 2015~~, the Company ~~has~~was owed ~~accounts~~a ~~payable~~total toof ~~related~~$436,002 ~~parties~~from ~~totaling~~a $2company,~~949~~ ~~and~~Red ~~$16~~Gold Biotechnologies (Pty) Ltd.,~~176~~ of which ~~consists~~Roger ~~primarily~~Duffield, ofour ~~amounts~~Chief ~~owed~~Executive Officer, was the sole director. Red Gold Biotechnologies was established to ~~officers~~process and ~~directors~~invoice payments to third party vendors associated with construction of the Senteeko production facility in order to maximize the refund of VAT (Value Added Tax) from South Africa. Accordingly, construction costs paid directly by Dunn Roman were recorded as a receivable from Red Gold. On July 1, 2014, the company ~~relating~~was merged with Dunn Roman Holdings-Africa, Plandaí’s wholly owned subsidiary, and the receivable balance was transferred to fixed assets. There were no revenues or expenses ~~paid~~associated onwith ~~behalf~~Red ofGold and Mr. Duffield derived no economic benefit from the ~~Company~~transaction. All VAT refunds were deposited with Dunn Roman.

As of June 30, 2013, the Company had outstanding loans from the Company’s Chief Executive Officer in the amount of $501,518. These loans were provided in prior years for short-term working capital purposes and bore interest at a rate of 4%. On February 5, 2014, the loans and all associated accrued interest were converted into 2,036,000 shares of the Company’s restricted common stock.28

~~As of June 30, 2014, the Company’s subsidiary, Green Gold Biotechnologies, was owed a total of $425,527 from a company, Red Gold Biotechnologies (Pty) Ltd~~ITEM 14., ofPRINCIPAL ~~which~~ACCOUNTANT ~~Roger~~FEES ~~Baylis-Duffield, our~~& ~~Chief Executive Officer, was the sole director~~SERVICES. Red Gold Biotechnologies was established to process and invoice payments to third party vendors associated with construction of the Senteeko production facility in order to maximize the refund of VAT (Value Added Tax) from South Africa. Accordingly, construction costs paid directly by Green Gold were recorded as a receivable from Red Gold. On July 1, 2014, Red Gold was merged with Dunn Roman Holdings-Africa, Plandaí’s wholly-owned subsidiary, and the receivable balance was transferred to fixed assets. There were no revenues or expenses associated with Red Gold and Mr. Duffield derived no economic benefit from the transaction. All VAT refunds were deposited with Green Gold.

The ~~Company,~~following ~~through~~is ~~its subsidiary Dunn Roman Holdings – Africa, contracted CRS Technologies, Inc. to construct the tea and citrus extraction facility. Due to several delays, CRS agreed to pay~~ a ~~penalty~~summary of ~~$2,000,000, which was offset against fixed assets received. In~~ the ~~years~~fees ~~ended~~billed ~~June~~to ~~30, 2015 and 2014,~~ the Company ~~received~~by ~~$764,386 and $384,741, respectively, from CRS as partial payment under~~ the ~~settlement~~Company’s ~~agreement. CRS~~auditors ~~was,~~for atprofessional ~~the~~services ~~time~~rendered ofduring ~~the~~2015 ~~settlement,~~and ~~owned by Roger Baylis-Duffield, Chief Executive Officer of the Company.~~2014:

	2016		2015
Audit and Audit Related Fees	$	-	$	46,720
All Other Fess		-		-
Tax Fees		-		-
Total	$	-	$	46,720

~~ITEM~~AUDIT 14FEES. ~~PRINCIPAL~~Consist ~~ACCOUNTANT~~of ~~FEES~~fees &billed ~~SERVICES~~for professional services rendered for the audits of our consolidated financial statements included in our annual report, reviews of our interim consolidated financial statements included in quarterly reports, other services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that were provided by Terry L. Johnson, CPA and Adams Advisory, LLC, and in connection with statutory and regulatory filings or engagements.

~~The~~TAX ~~following~~FEES. isConsist ~~a summary~~ of ~~the~~ fees billed tofor ~~the~~professional ~~Company~~services ~~by the~~for ~~Company’s~~tax ~~auditors~~compliance, ~~for~~tax ~~professional~~advice and tax planning. These services ~~rendered~~include ~~during~~assistance ~~2015~~regarding federal, state and ~~2014:~~local tax compliance and consultation in connection with various transactions and acquisitions.

	2015		2014
Audit and Audit Related Fees	$	46,720	$	39,000
All Other Fess		—		—
Tax Fees		—		—
Total	$	46,720	$	39,000

ALL OTHER FEES. Consist of fees billed for products and services provided by the principal accountant other than Audit Fees, Audit-Related Fees and Tax Fees.

AUDIT FEES. Consist of fees billed for professional services rendered for the audits of our consolidated financial statements included in our annual report, reviews of our interim consolidated financial statements included in quarterly reports, other services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that were provided by Terry L. Johnson, CPA and Adams Advisory, LLC, and in connection with statutory and regulatory filings or engagements.29

~~TAX FEES~~ITEM 15. ~~Consist of fees billed for professional services for tax compliance~~EXHIBITS, ~~tax~~FINANCIAL ~~advice~~STATEMENT ~~and~~SCHEDULES ~~tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.~~

ALL OTHER FEES. Consist of fees billed for products and services provided by the principal accountant other than Audit Fees, Audit-Related Fees and Tax Fees.

Incorporated by reference

Exhibit

Exhibit Description

Filed
herewith

Form

Period
ending

Exhibit

Filing
date

3.1

Plandaí Biotechnology, Inc. Articles

10SB-12G

3.1

3/6/2005

3.2

Plandaí Biotechnology, Inc. By-Laws

10SB-12G

3.2

3/6/2005

20.1

Declaration of Tad Mailander

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Included in 32.1

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Definition

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~30

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Plandaí Biotechnology, Inc. Articles		10SB-12G		3.1	3/6/2005
3.2	Plandaí Biotechnology, Inc. By-Laws		10SB-12G		3.2	3/6/2005
	The Shamile Communal Property Association Lease
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

C O N T E N T S

		PAGE
Unaudited Balance Sheets as of June 30, 2016, and 2015		F-2

Unaudited Statements of Operations for the years ended June 30, 2016, and 2015		F-3

Unaudited Statement of Stockholders’ Deficit for the years ended June 30, 2016, and 2015		F-4

Unaudited Statement of Cash Flows for the years ended June 30, 2016, and 2015		F-5

Notes to Financial Statements		F-6

~~C O N T E N T S~~F-1

	PAGE
Reports of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2015 and 2014	F-3
Statements of Operations for the years ended June 30, 2015 and 2014	F-4
Statements of Stockholders’ Deficit for the years ended June 30, 2015 and 2014	F-5
Statements of Cash Flows for the Years Ended June 30, 2015 and 2014	F-6
Notes to Financial Statements	F-8

PLANDAÍ BIOTECHNOLOGY, INC.

~~F-1~~CONSOLIDATED BALANCE SHEETS

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~(Unaudited)

To The Board of Directors and shareholders of

	June 30, 2016			June 30, 2015
ASSETS
Current Assets:
Cash	$	12,915		$	33,619
Inventory		65,585			2,286
Prepaid Expenses and Other Current Assets		65,065			273,662
Accounts Receivable		41,256			17,122
Total Current Assets		184,820			326,689

Deposits		64,838			75,246
Other Assets		118,038			92,690
Fixed Assets – Net		6,082,397			8,009,956
Total Assets	$	6,450,093		$	8,504,581

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable and Accrued Expenses	$	710,333		$	361,346
Accounts Payable to Related Parties		14,886			16,176
Accrued Interest		741,175			288,612
Notes Payable, net of discount of $311,283		14,081,092			14,526,213
Loan Payable to Related Party		50,526			-
Convertible Notes Payable		153,835			-
Derivative Liability		1,022,472			-
Total Current Liabilities		16,774,319			15,192,347

Deferred Lease Obligation		1,527,019			1,513,976
Other Non-Current Liabilities		131,663			159,994
Total Liabilities		18,433,001			16,866,317

Stockholders’ Deficit
Common Stock, Par Value $0.0001, 500,000,000 shares authorized of which 187,531,236 and 164,419,936 shares are issued and outstanding		18,753			16,442
Additional Paid-In Capital		30,853,309			30,124,629
Accumulated Deficit		(40,688,408	)		(36,309,281	)
Cumulative Foreign Currency Translation Adjustment		12,778			(375,880	)
Total Stockholders’ Deficit		(9,803,568	)		(6,544,090	)
Non-controlling Interest		(2,179,340	)		(1,817,646	)
Stockholders’ Deficit Allocated to Plandaí Biotechnology		(11,982,908	)		(8,361,736	)

~~Plandaí~~The ~~Biotechnology,~~accompanying ~~Inc~~notes are an integral part of these consolidated financial statements.

~~London, England~~F-2

WePLANDAÍ ~~have audited the accompanying consolidated balance sheets of Plandaí Biotechnology~~BIOTECHNOLOGY, ~~Inc~~INC. (the “Company”) as of June 30, 2015 and 2014 and the related consolidated statements of operations, comprehensive income, stockholders’ deficit and cash flows for the years ended June 30, 2015 and 2014, and the related notes to the consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

WeCONSOLIDATED ~~conducted~~STATEMENTS ~~our~~OF ~~audits in~~OPERATIONS ~~accordance~~AND ~~with~~COMPREHENSIVE the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. LOSS

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2015 and 2014 and the consolidated results of its operations and its cash flows for the years ended June 30, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.(Unaudited)

Emphasis of Matter

	Year Ended June 30,
	2016			2015
Revenues
Product Sales	$	194,732		$	7,458
Other revenues		103,762			85,440
Total Revenues		298,494			92,898

Operating Expenses:
Production Costs		943,188			785,429
Salaries and Wages		815,101			5,698,119
Rent		328,788			488,232
Consulting		268,570			558,593
Professional Services		203,236			546,672
Depreciation		519,461			414,419
Other General and Administrative		328,959			451,001
Total Operating Expenses		3,407,303			8,942,465

Operating Loss		(3,108,809	)		(8,849,567	)

Other Income/(Expense):
Other Income		348,537			3,306
Settlement Costs		-			(295,000	)
Other Finance Costs		-			(2,332	)
Interest Expense		(1,786,347	)		(928,751	)
Change in Value of Derivative Liability		(194,201	)		-
Total Other Income/(Expense):		(1,632,011	)		(1,222,777	)

Net Loss		(4,740,820	)		(10,072,344	)

Loss Allocated to Non-Controlling Interest		361,694			489,887

Net Loss, Adjusted	$	(4,379,126	)		(9,582,457	)

Other Comprehensive Loss:
Foreign Currency Translation Adjustment		388,658			(378,144	)
Comprehensive Loss	$	(3,990,468	)	$	(9,960,601	)

Basic and diluted loss per share	$	(0.03	)	$	(0.07	)

Weighted Avg. Shares Outstanding – basic and diluted		174,091,251			114,715,116

The accompanying ~~consolidated~~notes ~~financial~~are ~~statements have~~an ~~been~~integral ~~prepared~~part assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company suffered a loss from operations during the years ended June 30, 2015 and 2014, has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these ~~matters~~consolidated ~~are also described in Note 2. The~~ financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~/s/ Pritchett, Siler & Hardy P.C. Pritchett, Siler & Hardy P.C.~~F-3

~~Farmington~~PLANDAÍ BIOTECHNOLOGY, ~~Utah~~INC.

~~June~~CONSOLIDATED ~~30,~~STATEMENTS ~~2016~~OF STOCKHOLDERS’ DEFICIT

~~F-2~~(Unaudited)

PLANDAÍ BIOTECHNOLOGY, INC.

	Shares Outstanding		Common Stock		Additional Paid-in Capita			Accumulated Deficit			Non-controlling Interest			Cumulative Currency Translation Adjustment			Total Equity
Balance as of June 30, 2014		131,008,628	$	13,101	$	23,875,764		$	(26,726,824	)	$	(1,327,759	)	$	2,264		$	(4,103,454	)
Shares Issued for Cash		1,298,400		130		286,570			-			-			-			286,700
Shares Issued for Services		26,769,400		2,677		5,620,837			-			-			-			5,608,514
Shares Issued to Retire Debt		144,296		14		46,978			-			-			-			46,992
Shares Issued on Conversion of Warrants		1,629,212		163		(163	)		-			-			-			-
Shares issued to Acquire Minority Interest		70,000		7		(7	)		-			-			-			-
Shares Issued for Settlement		3,500,000		350		294,650			-			-			-			295,000
Foreign Currency Translation Adjustment		-		-		-			-			-			(378,144	)		(378,144	)
Net Loss for Year Ended June 30, 2015		-		-		-			(9,582,457	)		(489,887	)		-			(10,072,344	)
Balance as of June 30, 2015		164,419,936		16,442		30,124,629			(36,309,281	)		(1,817,646	)		(375,880	)		(8,316,736	)

Shares Issued for Cash		17,806,300		1,781		410,860			-			-			-			412,641
Shares Issued for Services		5,305,000		530		317,820			-			-			-			273,350
Foreign Currency Translation Adjustment		-		-		-			-			-			388,658			388,658
Net Loss for Year Ended June 30, 2016									(4,379,126	)		(361,694	)					(4,740,820	)
Balance as of June 30, 2016		187,531,236		18,753		30,853,309			(40,688,406	)		(2,179,340	)		12,778			(11,982,908	)

~~CONSOLIDATED~~The ~~BALANCE~~accompanying ~~SHEETS~~notes are an integral part of these consolidated financial statements

	June 30,			June 30,
	2015			2014
ASSETS				(Restated – Note 18)
Current Assets:
Cash	$	33,619		$	156,328
Inventory		2,286			2,515
Prepaid Expenses and Other Current Assets		365,132			95,833
Accounts Receivable		17,122			8,107
Related Party Receivable		—			425,527
Total Current Assets		418,159			688,310
Deposits		75,246			83,187
Other Assets		1,220			45,152
Fixed Assets – Net		8,009,956			8,391,033
Total Assets	$	8,504,581		$	9,207,682
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued Expenses	$	316,346		$	141,756
Accounts Payable to Related Parties		16,176			2,948
Accrued Interest		288,612			39,505
Short-term Portion of Notes Payable, net of discount		14,526,213			3,033,000
Convertible Notes Payable		—			13,435
Derivative Liability		—			24,330
Total Current Liabilities		15,147,347			3,254,974
Deferred Lease Obligation		1,513,976			1,331,091
Other Non-Current Liabilities		159,994			—
Notes Payable, Net of Discount		—			8,725,071
Total Liabilities		16,821,317			13,311,136
Stockholders' Deficit
Common Stock, Par Value $0.0001, 500,000,000 shares authorized of which 164,419,936 and 131,008,628 shares are issued and outstanding		16,442			13,101
Common Stock Payable		45,000			60,000
Additional Paid-In Capital		30,124,629			23,875,764
Accumulated Deficit		(36,309,281	)		(26,726,824	)
Cumulative Foreign Currency Translation Adjustment		(375,880	)		2,264
Total Stockholders’ Deficit		(6,499,090	)		(2,775,695	)
Non-controlling Interest		(1,817,646	)		(1,327,759	)
Stockholders’ Deficit Allocated to Plandaí Biotechnology		(8,316,736	)		(4,103,454	)
Total Liabilities and Stockholders' Deficit	$	8,504,581		$	9,207,682

F-4

~~The~~PLANDAÍ ~~accompanying~~BIOTECHNOLOGY, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-3~~CONSOLIDATED STATEMENTS OF CASH FLOWS

PLANDAI BIOTECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Year Ended
	June 30,
	2015			2014
					(Restated – Note 18)
Revenues	$	92,898		$	265,735
Expenses:
Production Costs		785,429			894,798
Salaries and Wages		5,698,119			1,066,046
Rent		488,232			533,707
Utilities		76,375			56,391
Insurance		59,935			36,624
Consulting		558,593			992,776
Professional Services		546,672			153,556
Depreciation		414,419			188,525
Other General and Administrative		314,691			1,087,390
Total Expenses		8,942,465			5,009,813
Operating Income (Loss)		(8,849,567	)		(4,744,078	)
Other Income/(Expense):
Other Income		3,306			79,053
Settlement Costs		(295,000	)		(363,528	)
Other Finance Costs		(2,332	)		(1,069,412	)
Interest Expense		(928,751	)		(793,236	)
Loss on Impairment of License		—			(5,749,985	)
Change in Value of Derivative Liability		—			(3,170,681	)
Derivative Interest		—			(235,245	)
Total Other Income/(Expense):		(1,222,777	)		(11,303,034	)
Net Income (Loss)		(10,072,344	)		(16,047,112	)
Income (Loss) Allocated to Non-Controlling Interest		489,887			440,132
Net Loss, Adjusted	$	(9,582,457	)	$	(15,606,980	)
Other Comprehensive Income (loss):
Foreign Currency Translation Adjustment		(378,144	)		(261,918	)
Comprehensive Income (Loss)	$	(9,960,601	)	$	(15,868,898	)
Basic and diluted loss per share	$	(0.07	)	$	(0.14	)
Weighted Avg. Shares Outstanding – basic and diluted		147,714,282			114,715,116

(Unaudited)

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

	Year Ended June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,740,820	)	$	(10,072,344	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		519,093			414,419
Amortization of Debt Discount		229,238			64,404
Stock Issued for Services		273,350			5,608,999
Shares Issued on Cancellation of Agreements		-			295,000
Derivative Interest on Issuance of Convertible Debt		345,769			-
Loss on Change in Derivative Liability		194,201			9,269
Interest added to debt principle		760,011			-
Changes in Assets and Liabilities:
(Increase) Decrease in Deposits		(3,123	)		(3,222	)
(Increase) Decrease in Prepaid and Other Current Assets		257,087			(294,889	)
Decrease (Increase) in Related Party Receivables		-			393,893
(Increase) Decrease in Accounts Receivable		(27,884	)		(11,619	)
(Increase) Decrease in Inventory		(65,321	)		(109	)
Increase (Decrease) in Accounts Payable and Accrued Expenses		454,414			204,718
Increase in Deferred Lease Obligation		290,933			382,017
Increase (Decrease) in Related Party Payables		1,603			14,685
Increase in Accrued Interest		441,563			249,107
Net Cash (Used in) Operating Activities		(1,071,760	)		(2,703,939	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Change in Other Assets		(121,029	)		41,733
Purchase of Fixed Assets		(11,545	)		(856,853	)
Net Cash (Used in) Investing Activities		(132,574	)		(856,853	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Long-term Debt		400,000			5,300,000
Proceeds from Issuance of Convertible Debt		482,500			-
Proceeds from Notes to Related Parties		50,526			-
Principal Payments on Long-term Debt		(152,246	)		(1,553,001	)
Proceeds from the Issuance of Common Stock		412,641			286,700
Net Cash Provided by Financing Activities		1,193,421			4,033,699
Effect of Exchange Rates on Cash Flows		9,792			(595,616	)
Net (Decrease) in Cash and Cash Equivalents		(20,705	)		(122,709	)
Cash and Cash Equivalents at Beginning of Period		33,619			156,328
Cash and Cash Equivalents at End of Period	$	12,915		$	33,619
NON-CASH FINANCING ACTIVITIES:
Shares Issued to Retire Debt	$	-		$	46,992
Interest Added to Debt Principle	$	760,011		$	-
Change in Derivative Liability	$	194,201		$	9,269
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	21,982
Income taxes	$	-		$	-

~~F-4~~The accompanying notes are an integral part of these consolidated financial statements.

PLANDAI BIOTECHNOLOGY, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
	Shares Outstanding			Common Stock			Additional Paid-in Capital			Stock Payable			Accumulated Deficit			Non-controlling Interest			Cumulative Currency Translation Adjustment			Total Equity
Balance as of June 30, 2013 (Restated – Note 18)	106,270,760		$	10,627		$	7,833,977		$	341,600		$	(11,119,844	)	$	(887,627	)	$	264,182		$	(3,557,085	)
Shares Issued for Cash	1,316,833			132			654,868			—			—			—			—			655,000
Foreign Currency Translation Adjustment	—			—			—			—			—			—			(261,918	)		(261,918	)
Shares Issued for Services	9,998,000			1,000			2,140,436			(281,600	)		—			—			—			1,859,836
Shares Issued for Financing Costs	540,000			54			1,069,358			—			—			—			—			1,069,412
Shares Issued to Acquire Minority Interest	1,100,000			110			538,890			—			—			—			—			539,000
Shares Issued on Cancellation of Agreements	2,000,000			200			739,800			—			—			—			—			740,000
Cancelled Shares	(250,000	)		(25	)		25			—			—			—			—			—
Shares Issued to Retire Debt	7,997,035			800			4,648,628			—			—			—			—			4,649,428
Shares Issued to Retire Related Party Debt	2,036,000			203			499,797			—			—			—			—			500,000
Warrants Issued to Acquire License	—			—			5,749,985			—			—			—			—			5,749,985
Net Loss for Year Ended June 30, 2014 (Restated – Note 18)	—			—			—			—			(15,606,980	)		(440,132	)		—			(16,047,112	)
Balance as of June 30, 2014	131,008,628			13,101			23,875,764			60,000			(26,726,824	)		(1,327,759	)		2,264			(4,103,454	)
Shares Issued for Cash	1,298,400			130			286,570			—			—			—			—			286,700
Shares Issued for Services	26,769,400			2,677			5,620,837			(15,000	)		—			—			—			5,608,514
Shares Issued to Retire Debt	144,296			14			46,978			—			—			—			—			46,992
Shares Issued on Conversion of Warrants	1,629,212			163			(163	)		—			—			—			—			—
Shares issued to Acquire Minority Interest	70,000			7			(7	)		—			—			—			—			—
Shares Issued for Settlement	3,500,000			350			294,650			—			—			—			—			295,000
Foreign Currency Translation Adjustment	—			—			—			—			—			—			(378,144	)		(378,144	)
Net Loss for Year Ended June 30, 2015	—			—			—			—			(9,582,457	)		(489,887	)		—			(10,072,344	)
Balance as of June 30, 2015	164,419,936		$	16,442		$	30,124,629		$	45,000		$	(36,309,281	)	$	(1,817,646	)	$	(375,880	)	$	(8,316,736	)

F-5

~~The~~PLANDAÍ ~~accompanying~~BIOTECHNOLOGY, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-5~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PLANDAI BIOTECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended
	June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:					(Restated – See Note 18)
Net Loss	$	(10,072,344	)	$	(16,047,112	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		414,419			188,525
Amortization of Land Bank Loan Debt Discount		64,404			290,202
Stock Issued or Payable for Services		5,608,999			1,859,836
Stock Issued for Financing Costs		—			1,069,412
Shares Issued on Cancellation of Agreements		295,000			740,000
Derivative Interest on Issuance of Convertible Debt		—			235,244
Loss on Change in Derivative Liability		9,269			3,170,681
Gain on Settlement of Convertible Debt					(78,597	)
Loss on Impairment of License		—			5,749,985
Changes in Assets and Liabilities:
(Increase) Decrease in Deposits		(3,222	)		64,042
(Increase) Decrease in Prepaid and Other Current Assets		(294,889	)		202,126
Decrease (Increase) in Related Party Receivables		393,893			(434,905	)
(Increase) Decrease in Accounts Receivable		(11,619	)		19,333
(Increase) Decrease in Inventory		(109	)		3,660
Decrease (Increase) in Other Assets		41,733			(47,515	)
Increase (Decrease) in Accounts Payable and Accrued Expenses		204,718			(315,090	)
Increase in Deferred Lease Obligation		382,017			403,881
Increase (Decrease) in Related Party Payables		14,685			(4,937	)
Increase in Accrued Interest		249,107			101,356
Net Cash (Used in) Operating Activities		(2,703,939	)		(2,829,873	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		(856,853	)		(491,760	)
Net Cash (Used in) Investing Activities		(856,853	)		(491,760	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Long-term Debt		5,300,000			2,348,192
Principal Payments on Related Party Debt		—			(625,317	)
Proceeds from Issuance of Convertible Debt		—			309,980
Proceeds from Line of Credit		—			25,000
Principal Payments on Long-term Debt		(1,553,001	)		(22,452	)
Principal Payments on Convertible Debt		—			(244,416	)
Proceeds from the Issuance of Common Stock		286,700			655,000
Net Cash Provided by Financing Activities		4,033,699			2,445,987
Effect of Exchange Rates on Cash Flows		(595,616	)		517,516
Net (Decrease) in Cash and Cash Equivalents		(122,709	)		(358,130	)
Cash and Cash Equivalents at Beginning of Period		156,328			514,458
Cash and Cash Equivalents at End of Period	$	33,619		$	156,328

FOR THE YEARS ENDED JUNE 30, 2016, AND 2015

~~F-6~~NOTE 1 – NATURE OF OPERATIONS

NON-CASH ACTIVITIES:
Shares Issued to Retire Debt	$	46,992	$	4,649,428
Shares Issued to Acquire Minority Interest	$	—	$	539,000
Shares Issued to Retire Debt to Related Party	$	—	$	500,000
Fixed Assets Purchased with Debt	$	—	$	670,432
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	21,982	$	78,668
Income taxes	$	—	$	—

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

The ~~accompanying~~Company’s ~~notes~~continued ~~are~~existence anis ~~integral~~dependent ~~part of~~upon ~~these~~its ~~consolidated~~ability ~~financial~~to ~~statements~~continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.

FPlandaí and its subsidiaries focus on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical industries. The Company grows much of the live plant material used in its products on a 3,237-7hectare (approx. 8,000 acre) estate it operates under a notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market was Phytofare® Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. Additional extracts utilizing citrus and tomato are in various stages of development and testing. The Company’s principal holdings consist of land, farms, and infrastructure in South Africa. The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company’s obligations and realize positive cash flow. There is no assurance any of these transactions will occur.

~~PLANDAI~~NOTE ~~BIOTECHNOLOGY,~~2 ~~INC. NOTES~~– TOSUMMARY ~~CONSOLIDATED~~OF ~~FINANCIAL~~ACCOUNTING ~~STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015 AND 2014~~POLICIES

~~(Certain~~Basis ~~information~~of ~~relating to the year-end and during the year ended June 30, 2014 has been restated)~~Presentation

~~NOTE~~The 1Company’s -financial ~~NATURE~~statements OFhave ~~OPERATIONS~~been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the fiscal years ended June 30, 2016, and June 30, 2015. The Company has adopted the US dollar as the reporting currency for accounting and reporting purposes.

~~Plandaí~~This ~~Biotechnology,~~summary ~~Inc.’s (the~~of ~~“Company”~~accounting orpolicies “for Plandaí”) ~~consolidated~~Biotechnology, ~~financial~~Inc., ~~statements~~and ~~have~~its ~~been~~wholly ~~prepared~~owned ~~on a going concern basis~~subsidiaries, ~~which~~is ~~contemplates~~presented ~~the~~to ~~realization~~assist ~~of assets and satisfaction of liabilities~~ in understanding the ~~normal~~Company’s ~~course~~financial ~~of business~~statements. The ~~financial statements~~accounting dopolicies ~~not~~conform ~~include any adjustment relating~~ to ~~recoverability~~generally ~~and~~accepted ~~classification~~accounting ofprinciples ~~recorded amounts of assets~~ and ~~liabilities that~~have ~~might~~been beconsistently ~~necessary~~applied ~~should~~in the ~~Company~~preparation beof ~~unable~~the tofinancial ~~continue as a going concern~~statements.

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

~~Plandaí and its subsidiaries focus on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical industries.~~ The ~~Company grows~~financial ~~much~~statements ofare ~~the~~prepared ~~live plant material used~~ in ~~its~~conformity ~~products~~with onaccounting aprinciples ~~3,237~~generally ~~hectare~~accepted ~~(approx. 8,000 acre) estate it operates under a 49-year notarial lease~~ in the ~~Mpumalanga~~United ~~region~~States of ~~South Africa~~America. ~~Plandaí~~In ~~uses~~preparing athe ~~proprietary~~financial ~~extraction~~statements, ~~process~~management ~~that~~ is ~~designed to~~required ~~yield highly bioavailable products of pharmaceutical-grade purity. The first product brought~~ to ~~market~~make ~~was~~estimates ~~Phytofare® Catechin~~and ~~Complex,~~assumptions ~~a green-tea derived extract~~ that ~~has~~effect ~~multiple~~the ~~potential~~reported ~~wellness~~amounts ~~applications.~~of ~~Additional~~assets ~~extracts utilizing citrus, artemisia,~~ and ~~cannabis~~liabilities ~~are in various stages of development~~ and ~~testing.~~disclosure ~~The Company’s principle holdings consist~~ of ~~land,~~contingent ~~farms~~assets and ~~infrastructure~~liabilities inas ~~South~~of ~~Africa.~~the ~~The~~date ~~Company~~of isthe ~~actively~~balance ~~pursuing~~sheet ~~additional~~and ~~financing~~statement ~~and~~of ~~has~~operations ~~had~~for ~~discussions with~~the ~~various~~year ~~third~~then ~~parties,~~ended. ~~although~~Actual noresults ~~firm~~may ~~commitments~~differ ~~have~~from ~~been~~these ~~obtained~~estimates. ~~Management~~Estimates ~~believes~~are ~~these~~used ~~efforts~~when ~~will~~accounting ~~generate~~for ~~sufficient cash~~allowance ~~flows~~for ~~from~~bad ~~future~~debts, ~~operations~~collectability toof ~~pay~~accounts ~~the~~receivable, ~~Company's~~amounts ~~obligations~~due ~~and~~to ~~realize~~service ~~positive~~providers, ~~cash~~depreciation, ~~flow.~~impairment ~~There~~of islong-lived noassets, ~~assurance~~and ~~any~~litigation ~~of these~~contingencies, ~~transactions~~among ~~will occur~~others.

~~Organization~~ F-6

OnBusiness ~~November~~Combinations 17, 2011, the Company, through its wholly-owned subsidiary, Plandaí Biotechnologies, Inc., consummated a share exchange with Global Energy Solutions, Inc. (“GES”), an Irish corporation. Under the terms of the share exchange, GES received 76,000,000 shares of the Company’s common stock that had been previously issued to Plandaí Biotechnologies in exchange for 100% of the issued and outstanding capital of GES. Concurrent with the share exchange, the Company sold its subsidiary, Diamond Ranch, Ltd., together with its wholly-owned subsidiary, Executive Seafood, Inc., to a former officer and director of the Company. Under the terms of the sale, the purchasers assumed all associated debt as consideration. The Company subsequently changed its name to Plandaí Biotechnology, Inc. and dissolved GES.Acquisitions

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

In● ~~management’s~~A ~~opinion,~~business ~~all~~combination ~~adjustments necessary~~that ~~for~~occurs aeither ~~fair~~during ~~statement of~~ the ~~results~~current ~~for~~reporting ~~the~~period ~~presented~~or ~~periods~~after ~~have~~the ~~been~~reporting ~~made. All~~period, ~~adjustments~~but ~~made~~before ~~were~~the offinancial astatements ~~normal recurring~~are ~~nature~~issued.

~~Fiscal~~● ~~Year~~Adjustments ~~End~~recognized in the current reporting period that relate to business combinations that occurred in current and previous reporting periods.

● The ~~Company has~~nature ~~adopted~~of the relationship between the parent and a ~~June~~subsidiary ~~30 fiscal~~or ~~year~~investee ~~end~~when the parent does not have 100 percent ownership or control.

FThe Company discloses each material business combination in the period in which the business combination occurs. The Company also discloses information about acquisitions made after the balance sheet date, but before the financial statements are issued. Gains or losses arising from the deconsolidation of a business when the company loses control of that business are also disclosed. Acquisition costs incurred such as legal, advisory, and consulting fees are expensed as incurred. In accordance with ASC 805-810-25-1, ASC 805-10-05-4 and IFRS 3.4, 5, the Company employs the Acquisition Method of accounting for routine acquisitions and combinations.

~~NOTE~~Cash 2and –Cash ~~SUMMARY OF ACCOUNTING POLICIES~~Equivalents

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

~~The~~Accounts Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the fiscal years ended June 30, 2015 and June 30, 2014. The Company has adopted the US dollar as the reporting currency for accounting and reporting purposes.Receivable

~~This~~The ~~summary~~Company records trade receivables at the face value of ~~accounting~~the ~~policies~~invoice ~~for~~in ~~Plandaí Biotechnology,~~accordance ~~Inc~~with the terms of sale. ~~and~~Customer ~~its~~terms ~~wholly-owned~~are ~~subsidiaries~~generally “net 30” though in some instances “2/10 net 30” terms are offered. Where discounts are offered, the discount is ~~presented~~only torecorded ~~assist~~when inthe ~~understanding~~terms of the ~~Company's~~discount ~~financial~~are ~~statements~~met. ~~The~~ ~~accounting~~Accounts ~~policies~~that ~~conform~~are topast ~~generally~~due ~~accepted~~by ~~accounting~~more ~~principles~~than ~~and~~30 ~~have~~days ~~been~~are ~~consistently~~considered ~~applied~~delinquent insales to the ~~preparation of~~customer ~~the~~are ~~financial~~suspended ~~statements~~until current. Accounts more than 90-days past due are evaluated for collectability.

~~Use of Estimates~~ Inventory

~~The~~Inventory ~~financial~~consists ~~statements~~entirely ~~are~~of ~~prepared~~finished ingoods, ~~conformity with~~which ~~accounting~~is ~~principles~~accounted ~~generally~~for ~~accepted~~on a first-in, ~~the~~first-out ~~United~~(FIFO) ~~States~~basis. ofRaw ~~America.~~materials Inare ~~preparing~~comprised ~~the~~of ~~financial~~un-picked ~~statements~~tea, ~~management~~ which is ~~required~~not tocapitalized ~~make~~or ~~estimates~~treated ~~and~~as ~~assumptions~~an ~~that~~asset, ~~effect~~and ~~the~~solvents, ~~reported amounts~~ of ~~assets~~which ~~and~~there ~~liabilities~~was ~~and~~zero ~~disclosure~~in ofstock ~~contingent assets~~at ~~and~~June 30, ~~liabilities~~2016. asThe ofmanufacturing ~~the~~process ~~date~~is ofshort, ~~the~~taking ~~balance~~less ~~sheet~~than ~~and~~24 ~~statement~~hours offrom ~~operations~~picking ~~for~~to ~~the year then ended~~packaging. ~~Actual~~As ~~results may~~a ~~differ~~result, ~~from~~work-in-process ~~these~~is ~~estimates~~typically negligible. ~~Estimates~~As ~~are~~production ~~used~~generally ~~when~~halts ~~accounting~~in ~~for~~mid-June ~~allowance~~due ~~for~~to ~~bad~~the ~~debts,~~dormant ~~collect~~period ~~ability~~ of ~~accounts~~the ~~receivable~~tea plants, ~~amounts~~ ~~due~~there towas ~~service~~no ~~providers,~~work-in-process ~~depreciation~~at ~~and litigation contingencies~~June 30, ~~among others~~2016.

~~Business~~Revenue ~~Combinations and Acquisitions~~recognition

The ~~disclosure~~Company ~~requirements~~presently ~~for~~derives ~~business~~its ~~combination and~~revenue ~~acquisitions~~from the sale of Phytofare® botanical extracts which commenced in late fiscal 2015. Revenues are ~~intended~~recognized tobased ~~enable~~on ~~users~~the terms of ~~financial~~the ~~statements~~purchase order either on delivery or at time of shipment. The Company also periodically harvests and sells timber and other agricultural products produced on its farm and tea estate holdings in South Africa. Revenue on these sales is recognized when the product is delivered to ~~evaluate~~the customer. Finally, the ~~nature~~Company operates a store on the South Africa plantation that provides grocery items and ~~financial~~other ~~effects~~consumables. Revenues from the store are recognized at the time of: sale.

·Concentration Aof ~~business~~Credit ~~combination that occurs either during the current reporting period or after the reporting period, but before the financial statements are issued~~Risk

·The ~~Adjustments~~Company ~~recognized~~has inno ~~the~~significant ~~current~~off-balance ~~reporting~~sheet ~~period~~concentrations ~~that~~of ~~relate~~credit torisk ~~business~~such ~~combinations~~as ~~that~~foreign ~~occurred~~exchange incontracts, ~~current~~options ~~and~~contracts, ~~previous~~or ~~reporting~~other ~~periods~~foreign hedging arrangements.

~~· The nature of the relationship between the parent and a subsidiary or investee when the parent does not have 100 percent ownership or control~~F-7

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

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

~~For~~The ~~purposes of the statement of cash flows, the~~ Company ~~considers~~uses ~~all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to~~ the ~~extent~~following ~~the~~guideline ~~funds~~for ~~are~~depreciating ~~not~~assets ~~being~~by ~~held~~asset ~~for investment purposes.~~class:

Revenue recognition

	Buildings	30 years.
	Factory & Equipment	30-20 years
	Furniture & Fixtures	5-7 years
	Computers & Software	3 years

~~The~~Impairment ~~Company presently derives its revenue from the sale~~ of ~~Phytofare®~~Long-Lived botanical extracts which commenced in late fiscal 2015. Revenues are recognized based on the terms of the purchase order either on delivery or at time of shipment. The Company also periodically harvests and sells timber and other agricultural products produced on its farm and tea estate holdings in South Africa. Revenue on these sales is recognized when the product is delivered to the customer. Finally, the Company operates a store on the South Africa plantation that provides grocery items and other consumables. Revenues from the store are recognized at the time of sale.Assets

FIn accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-9 Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset’s estimated fair value and its carrying value. The Company reviews the value of its long-lived assets for possible impairment on an annual basis. As of June 30, 2016, the Company reviewed the carrying value of its long-lived assets and deemed there was no impairment.

~~Concentration~~Foreign ofCurrency ~~Credit~~Transaction ~~Risk~~Gains and Losses

The Company’s principal operations are located in South Africa and the primary currency used is the South African Rand; however, the Company has noadopted ~~significant~~the ~~off-~~US dollar as the functional currency for accounting and reporting purposes. Accordingly, the financial statements are first prepared in Rand and then converted to US Dollars for reporting purposes. We use the average conversion rate for the period for income statement purposes and the closing exchange rate as of the balance sheet ~~concentrations~~date offor ~~credit~~the ~~risk~~balance ~~such~~sheet. asCumulative ~~foreign~~differences resulting from the fluctuation in the exchange ~~contracts,~~rate ~~options~~are ~~contracts~~recorded oras ~~other~~an ~~foreign~~offset ~~hedging~~to ~~arrangements~~equity in the balance sheet and recorded as a component of comprehensive loss on the income statement.

~~Property~~Net ~~and~~Loss ~~equipment~~Per Common Share

~~Property~~The ~~and~~Company ~~equipment~~adopted ~~are~~FASB ~~stated~~ASC atTopic ~~cost~~260, ~~less accumulated~~Earnings ~~depreciation~~Per ~~and amortization~~Share. ~~The~~ ~~Company~~Basic ~~provides~~earnings ~~for~~per ~~depreciation~~share ~~and~~is ~~amortization~~based ~~using~~on the ~~straight-line method~~weighted ~~over~~effect ~~the~~of ~~estimated~~all ~~useful~~common ~~lives~~shares ofissued ~~the~~and ~~related~~outstanding ~~assets,~~and ~~which~~is ~~range~~calculated ~~from~~by ~~three~~dividing net income (loss) available to ~~five~~common ~~years~~stockholders by the weighted average shares outstanding during the period. ~~Maintenance~~ ~~and repair~~Diluted ~~costs~~earnings ~~are~~per ~~expensed~~share asis ~~they~~calculated ~~are~~by ~~incurred~~dividing ~~while~~net ~~renewals~~income ~~and~~available ~~improvements~~to ~~which~~common ~~extend~~stockholders by the ~~useful~~weighted ~~life~~average number of ancommon ~~asset~~shares ~~are~~used ~~capitalized. At~~ in the ~~time~~basic ofearnings ~~retirement~~per orshare ~~disposal~~calculation plus the number of ~~property~~common ~~and~~shares, ~~equipment~~if any, ~~the~~that ~~cost~~would ~~and~~be ~~related~~issued ~~accumulated~~assuming ~~depreciation~~conversion ~~and~~of ~~amortization~~all ~~are removed~~potentially ~~from~~dilutive ~~the~~securities ~~accounts~~outstanding. ~~and~~For ~~any~~all ~~resulting~~periods ~~gain~~diluted orearnings ~~loss~~per share is ~~reflected~~not inpresented, ~~the~~as ~~results~~potentially ofissuable ~~operations~~securities are anti-dilutive.

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

~~Buildings~~ During the year ended June 30, ~~years~~2015, a total of 1,666,666 warrants were exercised utilizing a “cashless” option resulting in the issuance of 1,629,212 shares of restricted common stock, leaving 5,833,334 and 3,333,334 outstanding exercisable warrants at June 30, 2016, and 2015, respectively.

~~Factory & Equipment 30~~F-~~20 years~~8

~~Furniture~~Income ~~& Fixtures 5-7 years~~Taxes

~~Computers~~The &Company ~~Software 3~~accounts ~~years~~for income taxes under ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

~~Impairment~~As required by ASC Topic 450 and ASC Topic 740, the Company recognizes the financial statement benefit of ~~Long~~a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-~~Lived~~likely-than-not ~~Assets~~threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied ASC Topic 740 to all tax positions for which the statute of limitations remains open. As a result, the Company did not recognize any change in the liability for unrecognized tax benefits.

InThe ~~accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the~~ Company ~~reviews~~is ~~its~~subject ~~long-lived~~to ~~assets for~~income ~~impairment~~taxes ~~whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying amount of these assets may not be fully recoverable~~U. ~~The~~S. ~~assessment~~federal ofjurisdiction ~~possible~~and ~~impairment~~that ~~is based on the Company’s ability to recover the carrying value~~ of ~~its~~South ~~asset based on estimates of its undiscounted future cash flows~~Africa. IfTax ~~these~~regulations ~~estimated~~within ~~future~~each ~~cash~~jurisdiction ~~flows~~ are ~~less~~subject ~~than~~to the ~~carrying~~interpretation ~~value~~ of the ~~asset,~~ anrelated ~~impairment~~tax ~~charge~~laws isand ~~recognized~~regulations ~~for~~and ~~the~~require ~~difference~~significant ~~between~~judgment ~~the~~to ~~asset's estimated fair value and its carrying value~~apply. ~~As of~~With ~~the~~few ~~date of these financial statements~~exceptions, the Company is ~~not~~only ~~aware~~subject ofto ~~any~~U.S. ~~items~~federal, orstate, ~~events~~and ~~that~~local ~~would~~income ~~cause~~tax itexaminations toby ~~adjust~~tax ~~the~~authorities ~~recorded value~~for ofthe ~~its~~years ~~long-lived~~ended ~~assets~~June 30, ~~for~~2011, ~~impairment~~forward.

~~Foreign~~The ~~Currency~~Company ~~Transaction~~is ~~Gains~~not ~~and~~currently ~~Losses~~under examination by any federal or state jurisdiction.

The Company’s ~~principle~~policy ~~operations are located in South Africa and the primary currency used~~ is the South African Rand; however, the Company has adopted the US dollar as the functional currency for accounting and reporting purposes. Accordingly, the financial statements are first prepared in Rand and then converted to USrecord ~~Dollars~~tax-related ~~for~~interest ~~reporting purposes. We use the average conversion rate for the period for income statement purposes~~ and ~~the~~penalties ~~closing exchange rate~~ as ~~of the balance sheet date for the balance sheet. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as~~ a component of ~~comprehensive loss~~operating ~~on the income statement~~expenses.

~~Net~~Subsequent ~~Loss~~Event ~~Per Common Share~~Disclosures

The Company ~~adopted~~follows ~~FASB~~the ~~ASC~~guidance ~~Topic~~in ~~260,~~ASC ~~Earnings Per~~855-10-50 ~~Share.~~for ~~Basic earnings per share is based on~~ the ~~weighted~~disclosure ~~effect~~ of ~~all~~subsequent ~~common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period~~events. ~~Diluted earnings~~The ~~per~~Company ~~share~~evaluates issubsequent ~~calculated~~events bythrough ~~dividing net income available to common stockholders by~~ the ~~weighted~~date ~~average~~when ~~number of common shares used in~~ the ~~basic~~financial ~~earnings~~statements ~~per~~are ~~share calculation plus the number of common shares, if any, that would be~~ issued ~~assuming conversion of all potentially dilutive securities outstanding~~. ~~For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive.~~

~~The~~Fair ~~Company issued~~Value ~~warrants to purchase 5,000,000 shares~~ of ~~the~~Financial Company’s common stock which have a strike price of $0.01/share; however, since the Company incurred a loss for all periods presented, the warrants are considered anti-dilutive. During the year ended June 30, 2015, a total of 1,666,666 warrants were exercised utilizingInstruments

~~F-10~~Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

aFair ~~“cashless” option~~value, ~~resulting~~as defined in ASC 820, is the ~~issuance~~price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of 1an asset should reflect its highest and best use by market participants,~~629~~ principal (or most advantageous) markets,~~212~~ ~~shares~~and an in-use or an in- exchange valuation premise. The fair value of ~~restricted~~a ~~common~~liability ~~stock~~should reflect the risk of nonperformance, ~~leaving~~which 3includes,~~333~~ among other things,~~334~~ ~~outstanding~~the ~~exercisable~~Company’s ~~warrants~~credit risk.

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

~~The~~Level Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.1

~~The~~Quoted ~~Company~~prices ~~adopted~~(unadjusted) ~~the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies~~ in ~~accordance~~active ~~with~~markets Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that ~~the~~are ~~relevant~~accessible ~~tax~~at ~~authority would more likely than not sustain~~ the ~~position~~measurement following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, ~~the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions~~ for ~~which~~identical ~~the~~assets ~~statute~~or ofliabilities; ~~limitations~~The ~~remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the~~ Company ~~did~~values ~~not~~it’s ~~recognize~~available ~~any~~for ~~change~~sale insecurities ~~the~~using ~~liability~~Level ~~for unrecognized tax benefits~~1.

The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is only subject to U.S. federal, state and local income tax examinations by tax authorities for the years ended June 30, 2011 forward.F-9

~~The~~Level ~~Company is not currently under examination by any federal or state jurisdiction.~~2

~~The~~Quoted ~~Company’s~~prices ~~policy~~for issimilar toassets ~~record~~or ~~tax-related interest~~liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and ~~penalties~~inputs asthat aare ~~component~~derived principally from or corroborated by observable market data for substantially the full term of ~~operating~~the ~~expenses.~~assets or liabilities; and

~~Off-Balance~~Level ~~Sheet Arrangements~~3

WeUnobservable ~~have~~inputs for the asset or liability that are supported by little or no ~~off-balance~~market ~~sheet~~activity ~~arrangements~~and that are significant to the fair values.

~~Emerging~~Fair ~~Growth~~value ~~Company~~measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

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

~~Fair~~Advertising ~~Value~~costs ofare ~~Financial~~expensed ~~Instruments~~as incurred.

~~Fair~~Principles ~~value~~ of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.Consolidation

~~Fair~~Plandaí ~~value~~Biotechnology, asInc., ~~defined~~and inits ~~ASC 820~~subsidiaries, isare ~~the~~encompassed ~~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~~following ~~date. The fair value of an asset should reflect its highest and best use by market participants~~entities, ~~principal~~which ~~(or most~~have ~~advantageous)~~been ~~markets,~~consolidated ~~and an~~ in~~-use~~ orthe anaccompanying ~~in-~~financial statements:

F-11

Plandaí Biotechnologies, Inc.		100% owned by Plandaí Biotechnology, Inc.
Plandaí Biotechnology - Uruguay, SA		100% owned by Cannabis Biosciences, Inc.
Phyto Nutricare, Inc.		100% owned by Plandaí Biotechnology, Inc.
Dunn Roman Holdings—Africa Ltd		100% owned by Plandaí Biotechnology, Inc.
Red Gold Biotechnologies (Pty) Ltd.		100% owned by Dunn Roman Holdings-Africa
Breakwood Trading 22 (Pty) Ltd.		74% owned by Dunn Roman Holdings-Africa
Cannabis Biosciences, Inc.		100% owned by Plandaí Biotechnology, Inc.
Green Gold Biotechnologies (Pty) Ltd.		74% owned by Dunn Roman Holdings-Africa

~~exchange~~All ~~valuation~~intercompany ~~premise.~~balances ~~The~~have ~~fair~~been ~~value of~~eliminated ain ~~liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk~~consolidation.

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

~~Level~~Plandaí’s subsidiaries have two long-term, operating leases with escalating terms or several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with ASC 840-20 Operating Leases, the Company has calculated the straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Deferred Lease Obligation. As of June 30, 2016, and 2015, the amount of this deferred liability was $1,527,019 and $1,513,976, respectively.

~~Quoted~~In ~~prices~~December 2013, Plandaí’s subsidiary, Dunn Roman Holdings – Africa (~~unadjusted~~Pty) Ltd., executed a sublease on the Bonokado Farm in ~~active~~South ~~markets that~~Africa, ~~are~~comprising ~~accessible~~approximately at450 ~~the~~hectares ~~measurement~~(1,110 ~~date~~acres), ~~for~~to ~~identical~~a ~~assets~~third orparty. ~~liabilities;~~Bonokado ~~The~~currently ~~Company~~farms ~~values~~avocado itand macadamia nuts, neither of which factor into the Company’s ~~available~~future business model. The lease is for ~~sale securities~~19 ~~using~~years ~~Level~~and 1includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a lease receivable in Other Assets. As of June 30, 2016, and 2015, the amount of this receivable was approximately $118,038 and $91,955, respectively.

~~Level 2~~F-10

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

~~Level~~The 3Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

~~Unobservable~~Pursuant ~~inputs~~to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the ~~asset~~issuance orof ~~liability that~~equity instruments are ~~supported~~accounted byfor ~~little~~based on the fair value of the consideration received or nothe ~~market~~fair ~~activity~~value ~~and~~of ~~that~~the ~~are~~equity ~~significant~~instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair ~~values~~value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which the security is issued if the completion date is not readily determined.

~~Fair~~The ~~value measurements are required to be disclosed by the Level within the~~ fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of ~~the~~share ~~beginning~~options and ~~ending~~similar ~~balances,~~instruments ~~separately~~is ~~presenting~~estimated ~~changes~~on ~~during~~ the ~~period~~date ~~attributable~~of togrant ~~the~~using ~~following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and~~ a ~~description~~Black-Scholes ofoption-pricing ~~where~~valuation ~~those gains or losses included in earning are reported in the statement of income~~model.

~~The~~Pursuant ~~following~~to ~~table~~ASC ~~sets~~paragraph ~~forth~~505-50-25-7, byif ~~level~~fully vested, non-forfeitable equity instruments are issued at the ~~fair~~ ~~value~~date we enter into an agreement for goods or services, then, because of the ~~Company’s~~elimination ~~financial~~of ~~instruments~~any asobligation on the part of ~~June~~the 30counterparty to earn the equity instruments, ~~2015~~we ~~and~~recognize ~~2014:~~the equity instruments when they are issued.

~~2014:~~Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, we may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction is recognized in the same period(s) and in the same manner as if we had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments.

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable	$	13,435	$	—	$	—	$	13,435
Total	$	13,435	$	—	$	—	$	13,435

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

~~2015:~~Related Parties

Level 1

Level 2

Level 3

Total

Convertible Notes Payable

—

Total

—

The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

~~Advertising~~Pursuant to Section 850-10-20 related parties include (a) affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if that party controls or can significantly influence our management or operating policies to an extent that we might be prevented from fully pursuing our own separate interests.

~~Advertising~~Material ~~costs~~related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, are ~~expensed~~disclosed asin ~~incurred~~our financial statements. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements are not reported in our statements.

~~F-12~~Embedded Conversion Features

~~Principles~~The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of ~~Consolidation~~any beneficial conversion features.

~~Plandaí Biotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements:~~F-11

Plandaí Biotechnologies, Inc.	100% owned by Plandaí Biotechnology, Inc.
Plandaí Biotechnology - Uruguay, SA	100% owned by Plandaí Biotechnology, Inc.
Phyto Nutricare, Inc.	100% owned by Plandaí Biotechnology, Inc.
Dunn Roman Holdings—Africa Ltd	100% owned by Plandaí Biotechnology, Inc.
Red Gold Biotechnologies (Pty) Ltd.	100% owned by Dunn Roman Holdings-Africa
Breakwood Trading 22 (Pty) Ltd.	74% owned by Dunn Roman Holdings-Africa
Green Gold Biotechnologies (Pty) Ltd.	84% owned by Dunn Roman Holdings-Africa

Derivative Financial Instruments

~~All~~Fair ~~intercompany~~value ~~balances~~accounting ~~have~~requires ~~been~~bifurcation ~~eliminated~~ of embedded derivative instruments such as conversion features in ~~consolidation~~convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

~~During~~Once ~~the~~determined, ~~year~~derivative ~~ended~~liabilities ~~June~~are ~~30,~~adjusted ~~2014,~~to ~~the~~reflect ~~Company acquired~~fair ~~all~~value ~~minority~~at ~~interest~~each inreporting ~~Dunn~~period ~~Roman~~end, ~~Holdings-Africa~~with ~~plus~~any anincrease ~~additional~~or ~~12%~~decrease ~~ownership~~ in ~~Green~~the ~~Gold~~fair ~~Biotechnologies,~~value ~~in exchange~~being ~~for~~recorded ~~1,170,000~~in ~~shares~~results of ~~restricted~~operations ~~common~~as ~~stock.~~an ~~This~~adjustment ~~acquisition~~to ~~brought~~fair value of derivatives. In addition, the ~~total~~fair ~~ownership~~value inof ~~Dun~~freestanding ~~Roman~~derivative toinstruments ~~100%~~such ~~and in~~as ~~Green~~warrants, ~~Gold~~are toalso ~~84%~~valued using the Black-Scholes option-pricing model.

~~Straight~~Recent ~~lining~~Accounting ~~of Lease Obligation~~Pronouncements

~~Plandaí’s~~Recent ~~subsidiaries~~accounting ~~have~~pronouncements ~~two long-term,~~that ~~operating leases with escalating terms or several months of “free” rent, including~~ the ~~49-year notarial lease for the Senteeko Tea Estate. In accordance with ASC 840-20 Operating Leases, the~~ Company has ~~calculated~~adopted ~~the~~or ~~straight-line monthly~~that ~~cost~~will onbe ~~the~~required ~~leases~~to ~~and~~adopt ~~recorded~~in the ~~corresponding~~future ~~difference~~are ~~between~~summarized ~~the amount actually paid and the amount calculated as a Deferred Lease Obligation~~below. ~~As of June 30, 2015 and 2014, the amount of this deferred liability was $1,513,976 and $1,331,091, respectively.~~

~~Plandaí’s~~In ~~subsidiary~~August 2014, ~~Dunn~~the ~~Roman Holdings~~FASB –issued ~~Africa~~Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (~~Pty~~Subtopic 205-40) ~~Ltd.,~~– ~~executed~~Disclosure of Uncertainties about an Entity’s Ability to Continue as a ~~sublease~~Going onConcern”. ~~the~~Currently, ~~Bonokado~~there ~~Farm~~is no guidance in ~~South~~U.S. ~~Africa,~~GAAP ~~comprising~~about ~~approximately~~management’s ~~450~~responsibility ~~hectares (1,110~~to ~~acres),~~evaluate whether there is substantial doubt about an entity’s ability to continue as a ~~third~~going ~~party~~concern or to provide related footnote disclosures. ~~Bonokado~~The ~~currently~~amendments ~~farms~~in ~~avocado~~this ~~and~~Update ~~macadamia~~provide ~~nuts~~that guidance. In doing so, ~~neither~~the ofamendments ~~which~~are ~~factor~~intended ~~into~~to reduce diversity in the ~~Company’s future~~timing ~~business~~and ~~model~~content of footnote disclosures. The ~~lease~~amendments isrequire ~~for~~management 19to ~~years~~assess an entity’s ability to continue as a going concern by incorporating and ~~includes~~expanding 24upon ~~months~~certain ofprinciples ~~deferred~~that ~~rent~~are ~~while~~currently in U.S. auditing standards. Specifically, the ~~farm~~amendments is(1) ~~rehabilitated~~provide bya definition of the ~~sub-lessor.~~ Interm ~~accordance~~substantial ~~with~~doubt, US(2) ~~Generally~~require ~~Accepted~~an ~~Accounting~~evaluation ~~Principles~~every reporting period including interim periods, (3) provide principles for considering the ~~Company~~mitigating ~~has~~effect ~~calculated~~of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a ~~straight-line~~result ~~monthly value~~of ~~attributable~~consideration toof ~~the~~management’s ~~lease~~plans, ~~and~~(5) ~~recorded~~require ~~the~~an ~~corresponding~~express ~~difference~~statement ~~between~~and ~~the~~other ~~amount~~disclosures ~~actually~~when ~~paid~~substantial doubt is not alleviated, and ~~the~~(6) ~~amount~~require ~~calculated as~~an assessment for a ~~lease~~period ~~receivable~~of inone ~~Other~~year ~~Current~~after ~~Assets.~~the Asdate ofthat ~~June~~the ~~30,~~financial ~~2015,~~statements are issued (or available to be issued). We are currently reviewing the ~~amount~~provisions of this ~~receivable~~ASU ~~was~~to ~~approximately~~determine ~~$91~~if there will be any impact on our results of operations,~~955~~ cash flows or financial condition, effective for annual periods ending after December 31, 2016.

~~Stock~~In November 2014, the FASB issued Accounting Standards Update “ASU” 2014-~~Based~~16 ~~Compensation~~on “Derivatives and Hedging”. An entity that issues or invests in a hybrid financial instrument is required to separate an embedded derivative feature from the host contract (for example, an underlying share) and account for the feature as a derivative according to Subtopic 815-10 on derivatives and hedging if certain criteria are met. One such criterion for separation is that the economic characteristics and risks of the embedded derivative feature are not clearly and closely related to the economic characteristics and risks of the host contract. the amendments clarify that an entity should consider all relevant terms and features—including the embedded derivative feature being evaluated for bifurcation—in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. In addition, the amendments in this Update clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. Specifically, the assessment of the substance of the relevant terms and features should incorporate a consideration of (1) the characteristics of the terms and features themselves (for example, contingent versus non-contingent, in-the-money versus out-of-the-money), (2) the circumstances under which the hybrid financial instrument was issued or acquired (for example, issuer-specific characteristics, such as whether the issuer is thinly capitalized or profitable and well- capitalized), and (3) the potential outcomes of the hybrid financial instrument (for example, the instrument may be settled by the issuer issuing a fixed number of shares, the instrument may be settled by the issuer transferring a specified amount of cash, or the instrument may remain legal-form equity), as well as the likelihood of those potential outcomes. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016.

~~The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub~~F-~~topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).~~12

~~Pursuant~~In toFebruary 2016, ~~ASC~~the ~~Section~~FASB ~~505-50-30,~~issued ~~all~~a ~~transactions in~~new ~~which~~standard ~~goods~~related orto ~~services~~leases ~~are~~to ~~the~~increase ~~consideration~~transparency ~~received~~and ~~for~~comparability among organizations by requiring the ~~issuance~~recognition of ~~equity~~lease ~~instruments~~assets ~~are~~and ~~accounted~~lease ~~for~~liabilities ~~based~~ on the ~~fair~~ ~~value~~balance ofsheet. ~~the~~Most ~~consideration~~prominent ~~received~~among or the ~~fair~~amendments ~~value~~is the recognition of ~~the~~assets ~~equity~~and ~~instrument~~liabilities ~~issued,~~by ~~whichever~~lessees isfor ~~more~~those ~~reliably~~leases ~~measurable~~classified as operating leases under previous U. ~~The~~S. ~~measurement~~GAAP. ~~date~~Under ~~used~~the new standard, disclosures are required to ~~determine~~meet the ~~fair~~objective ~~value~~of enabling users of financial statements to assess the ~~equity~~amount, ~~instrument~~timing, ~~issued~~and isuncertainty of cash flows arising from leases. We will be required to recognize and measure leases at the ~~earlier~~beginning of the ~~date~~earliest onperiod ~~which~~presented ~~the~~using ~~performance is~~a ~~complete~~modified orretrospective ~~the~~approach. ~~date~~The onnew ~~which~~standard ~~the~~will ~~security~~be iseffective ~~issued~~for ifus ~~the~~beginning ~~completion~~July 1, ~~date~~2019, iswith early adoption permitted. We are not ~~readily~~currently ~~determined~~anticipating early adoption of the new standard.

~~The~~Other ~~fair~~recent ~~value~~accounting ofpronouncements ~~share~~issued ~~options~~by ~~and~~the ~~similar instruments~~FASB is(including ~~estimated~~its onEmerging Issues Task Force), the ~~date~~AICPA, ofand ~~grant~~the ~~using~~SEC did not or are not believed by management to have a ~~Black-Scholes~~material ~~option-pricing~~impact ~~valuation~~on ~~model~~the Company’s present or future financial statements.

~~Pursuant~~NOTE to3 ~~ASC~~– ~~paragraph~~GOING 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date we enter into an agreement for goods or services, then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, we recognize the equity instruments when they are issued.CONCERN

~~Pursuant~~The financial statements have been prepared on a going concern basis which assumes the Company will be able to ~~Paragraphs~~realize ~~505-50-25-8~~its assets and ~~505-50-25-9, we~~discharge ~~may~~its ~~grant~~liabilities ~~fully~~in ~~vested,~~the ~~non-forfeitable~~normal ~~equity~~course ~~instruments~~of ~~that~~business ~~are~~for ~~exercisable~~the byforeseeable future. As at June 30, 2016, the ~~grantee~~Company ~~only~~had ~~after~~yet to establish a ~~specified~~proven, ~~period~~ reliable, recurring source of ~~time~~revenue ifto ~~the~~fund ~~terms~~its ofongoing operating costs and with insufficient funds to fully implement its proposed business plan. This raises substantial doubt about the ~~agreement~~Company’s ~~provide~~ability ~~for~~to continue as a going concern.

~~F-13~~The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~earlier~~In ~~exercisability~~order ifto continue as a going concern, the ~~grantee~~Company ~~achieves specified~~will ~~performance~~need, ~~conditions~~among other things, additional capital resources. ~~Any~~The ~~measured~~Company ~~cost~~is contemplating conducting an offering of ~~the~~its ~~transaction~~debt isor ~~recognized~~equity insecurities ~~the~~to ~~same~~obtain ~~period(s)~~additional ~~and~~operating incapital. ~~the~~The ~~same~~Company ~~manner as~~is ifdependent weupon ~~had~~its ~~paid~~ability, ~~cash~~and ~~for~~will ~~the~~continue ~~goods~~to orattempt, ~~services~~to secure equity and/or ~~used~~debt ~~cash~~financing. ~~rebates~~There asare ano ~~sales~~assurances ~~discount~~that ~~instead~~the ofCompany ~~paying~~will ~~with,~~be orsuccessful ~~using,~~and without sufficient financing it would be unlikely for the ~~equity~~ ~~instruments~~Company to continue as a going concern.

~~Pursuant~~NOTE to4 ~~ASC~~– ~~paragraph~~SEGMENT 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.INFORMATION

~~Related~~Geographical ~~Parties~~Locations

The ~~registrant~~following ~~follows~~information ~~subtopic~~summarizes ~~850-10 of~~ the ~~FASB~~financial ~~Accounting~~information ~~Standards~~regarding ~~Codification~~Plandaí ~~for~~Biotechnology ~~the~~Inc. ~~identification~~and ofits ~~related~~operational ~~parties~~South ~~and~~African ~~disclosure~~subsidiaries ofat ~~related~~June 30, ~~party~~2016, ~~transactions.~~and 2015:

Pursuant to Section 850-10-20 related parties include (a) affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if that party controls or can significantly influence our management or operating policies to an extent that we might be prevented from fully pursuing our own separate interests.2015:

Material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, are disclosed in our financial statements. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements are not reported in our statements.

	South Africa		United States		Total
Assets	$	8,406,447	$	98,404	$	8,504,851
Liabilities	$	10,402,092	$	6,464,225	$	16,866,317
Revenues from external customers	$	92,898	$	-	$	92,898
Operating expenses	$	1,608,267	$	6,548,769	$	8,942,465
Interest expense	$	606,013	$	322,738	$	928,751
Segment loss	$	2,903,505	$	7,168,830	$	10,072,344

~~Embedded Conversion Features~~2016:

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

	South Africa		United States		Total
Assets	$	6,449,735	$	358	$	6,450,093
Liabilities	$	9,633,128	$	8,799,873	$	18,433,001
Revenues from external customers	$	298,494	$	-	$	298,494
Operating expenses	$	2,237,766	$	1,169,537	$	3,407,303
Interest expense	$	766,779	$	1,019,568	$	1,786,347
Segment loss	$	2,360,459	$	2,380,361	$	4,740,820

~~Derivative Financial Instruments~~F-13

~~Fair~~NOTE ~~value~~5 ~~accounting~~– ~~requires~~ACQUISITION ~~bifurcation of~~OF ~~embedded~~RED ~~derivative~~GOLD ~~instruments such as conversion features in convertible debt or equity instruments~~BIOTECHNOLOGIES, ~~and~~A ~~measurement~~RELATED ofPARTY their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.ENITITY

~~Once~~In ~~determined~~July of 2014, ~~derivative~~the ~~liabilities~~Company ~~are adjusted~~through toits ~~reflect~~wholly ~~fair~~owned ~~value~~subsidiary atDunn ~~each~~Roman ~~reporting~~Holdings, ~~period~~acquired ~~end~~100% of the issued and outstanding stock of Red Gold Biotechnologies (PTY) Ltd. (“Red Gold”), ~~with~~a ~~any~~related ~~increase~~party orto ~~decrease~~the inCompany. Red Gold was a related party to the ~~fair~~Company ~~value~~through ~~being~~our ~~recorded~~chief ~~in results~~executive ofofficer, ~~operations~~Roger asDuffield, anwho ~~adjustment~~was tothe ~~fair~~sole ~~value~~shareholder of ~~derivatives~~Red Gold. InAs ~~addition~~of June 30, 2014, the ~~fair~~Company ~~value~~had ofadvanced ~~freestanding~~$425,527 ~~derivative~~to ~~instruments such~~Red Gold. This loan which was recorded as ~~warrants~~a Related Party Receivable as of June 30, ~~are~~2014, ~~also~~and ~~valued~~was ~~using~~eliminated in consolidation in subsequent financial reports. There was no economic benefit to Roger Duffield as a result of this acquisition as the ~~Black-Scholes~~entity ~~option-pricing~~acquired ~~model~~was established solely for tax reporting purposes in South Africa.

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has accounted for the acquisition of Red Gold as a reorganization of entities under common control. In reorganizations of entities under common control, the balances of the acquired entity are carried over at historical costs with no goodwill or excess consideration recorded. Pursuant to FASB 141, the financial activity of the acquiree (Red Gold) in a reorganization of entities under common control is presented as if the acquiree was consolidated at the beginning of the period.

~~Recent~~NOTE ~~accounting~~6 ~~pronouncements~~– ~~that~~FAIR ~~the~~VALUE ~~Company has~~OF ~~adopted~~FINANCIAL ~~or that will be required to adopt in the future are summarized below.~~INSTRUMENTS

~~F-14~~The following table sets forth, by level, the fair value of the Company’s financial instruments as of June 30, 2016, and 2015:

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016. 2015:

In November 2014, the FASB issued Accounting Standards Update “ASU” 2014-16 on “Derivatives and Hedging”. An entity that issues or invests in a hybrid financial instrument is required to separate an embedded derivative feature from the host contract (for example, an underlying share) and account for the feature as a derivative according to Subtopic 815-10 on derivatives and hedging if certain criteria are met. One such criterion for separation is that the economic characteristics and risks of the embedded derivative feature are not clearly and closely related to the economic characteristics and risks of the host contract. the amendments clarify that an entity should consider all relevant terms and features—including the embedded derivative feature being evaluated for bifurcation—in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. In addition, the amendments in this Update clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. Specifically, the assessment of the substance of the relevant terms and features should incorporate a consideration of (1) the characteristics of the terms and features themselves (for example, contingent versus non-contingent, in-the-money versus out-of-the-money), (2) the circumstances under which the hybrid financial instrument was issued or acquired (for example, issuer-specific characteristics, such as whether the issuer is thinly capitalized or profitable and well-capitalized), and (3) the potential outcomes of the hybrid financial instrument (for example, the instrument may be settled by the issuer issuing a fixed number of shares, the instrument may be settled by the issuer transferring a specified amount of cash, or the instrument may remain legal-form equity), as well as the likelihood of those potential outcomes. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016.

Level 1

Level 2

Level 3

Total

Derivative Liabilities

Total

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.2016:

NOTE 3 – GOING CONCERN

	Level 1		Level 2		Level 3		Total
Derivative Liabilities	$	1,022,472	$	-	$	-	$	1,022,472
Total	$	1,022,472	$	-	$	-	$	1,022,472

~~The~~NOTE ~~financial~~7 ~~statements~~– ~~have~~FIXED been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at June 30, 2015, the Company had yet to establish a proven, reliable, recurring source of revenue to fund its ongoing operating costs and with insufficient funds to fully implement its proposed business plan. This raises substantial doubt about the Company's ability to continue as a going concern.ASSETS

~~The~~Fixed ~~ability~~assets, ofstated ~~the~~at ~~Company~~cost, toless ~~continue~~accumulated asdepreciation ~~a going~~at ~~concern~~June 30, is2016, ~~dependent~~and onJune 30, ~~the~~2015, ~~Company~~consisted ~~obtaining~~of ~~adequate capital to fund operating losses until it becomes profitable. If~~ the ~~Company~~ ~~is unable to obtain adequate capital, it could be forced to cease operations.~~following:

F-15

	June 30, 2016			June 30, 2015
Plant and Equipment	$	6,122,375		$	7,487,506
Machinery and Equipment		170,331			211,283
Leasehold Improvements		659,194			752,530
Furniture and Fixtures		67,032			81,626
Automobiles		74,470			90,684
Computers and Equipment		18,385			23,206
Total Net Depreciable Fixed Assets		7,111,787			8,646,835
Less: Accumulated Depreciation		(1,029,390	)		(636,879	)
Fixed Assets, net	$	6,082,397		$	8,009,956

InDepreciation ~~order~~expense tofor ~~continue~~the asyears aended ~~going~~June 30, ~~concern~~2016, ~~the~~ ~~Company~~and ~~will~~2015 ~~need~~was $519,461 ~~among~~and ~~other things~~$414,419, ~~additional capital resources~~respectively. The Company isdid ~~contemplating~~not ~~conducting~~commence andepreciating ~~offering of~~the ~~its~~leasehold ~~debt~~improvements orand ~~equity~~other ~~securities~~fixed toassets ~~obtain~~until ~~additional~~placed ~~operating~~in ~~capital~~service. The ~~Company~~difference isbetween ~~dependent~~accumulated ~~upon~~depreciation ~~its ability,~~ and ~~will continue~~depreciation toexpense ~~attempt,~~results tofrom ~~secure equity and/or debt financing. There are no assurances that~~ the ~~Company~~application ~~will~~of ~~be successful and without sufficient financing it would be unlikely for~~ the ~~Company~~currency toadjustment ~~continue~~(see asNote ~~a going concern~~12).

~~NOTE~~The 4Company –capitalizes ~~SEGMENT~~interest ~~INFORMATION~~cost incurred on funds used to construct property, plant, and equipment. The Company recorded capitalized interest as part of the asset to which it relates and amortized capitalized interest over the asset’s estimated useful life. Interest cost capitalized was $-0- and $309,796 in 2016 and 2015, respectively.

~~Geographical Locations~~F-14

~~The~~NOTE ~~following~~8 ~~information~~– ~~summarizes~~CONVERTIBLE ~~the~~NOTES ~~financial information regarding Plandaí Biotechnology Inc. and its operational South African subsidiaries at June 30, 2015 and 2014:~~PAYABLE

2015:

	Principal Balance			Loan Discount			Debenture Total			Accrued interest
June 30, 2014	$	15,717		$	(2,282	)	$	-			-
Converted into shares of common stock		(15,717	)		2,282			-			-
June 30, 2015		-			-			-			-
Issued in the year		535,000			(546,000	)		(11,000	)		11,000
Amortization of debt discount		-			164,835			164,835			-
Interest accrued		-			-			-			6,451
June 30, 2016	$	535,000		$	(381,165	)	$	153,835		$	17,451

	South Africa		United States		Total
Assets	$	8,406,447	$	98,404	$	8,504,851
Liabilities	$	10,402,092	$	6,419,225	$	16,821,317
Revenues	$	92,898	$	—	$	92,898
Operating Expenses	$	1,608,267	$	6,548,769	$	8,157,036

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

As of June 30, 2014:, the Company had recorded $13,435 in convertible debentures, net of a discount of $2,282, which resulted from an original convertible note of $160,000, net of discounts of $30,547, issued in August 2013. In prior years, a total of $174,479 of the unpaid principal plus accrued interest had been converted into 2,132,839 shares of restricted common stock, leaving a balance of $13,435. In the year ended June 30, 2015, the balance plus accrued interest was converted into 144,296 shares of common stock. The Company revalued the proportionate amount of the derivative liability to it fair value and recognized any gain or loss on the change in fair value of the derivative liability as other income or expense in the statement of operations. On issuance of shares of common stock on settlement of the note, the proportionate balance of the derivative liability together with the proportionate balance of unamortized debt was transferred to additional paid in capital.

	South Africa		United States		Total
Assets	$	9,163,505	$	44,177	$	9,207,682
Liabilities	$	12,464,396	$	846,740	$	13,311,136
Revenues	$	68,828	$	196,907	$	265,735
Operating Expenses	$	1,371,570	$	2,743,445	$	4,115,015

On November 12, 2015, the Company executed a convertible promissory note with a maximum principal amount of $250,000. Amounts received under this promissory note are issued net of a 10% original issue discount. Each payment of consideration matures one year from the date of distribution. The lender can convert the outstanding principal of the convertible promissory note into shares of the common stock at any time at the lesser of $0.10 per share or 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $50,000 upon closing of the note, net of a debt discount of $5,000, and the aggregate principal balance to be repaid being $55,000. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on this advance at origination at $79,851 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.5% and annualized volatility of 112%. $50,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $29,851 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~NOTE 5 – ACQUISITION OF RED GOLD BIOTECHNOLOGIES, A RELATED PARTY ENITITY~~ F-15

InOn ~~July~~December 30, 2015, the Company executed a convertible promissory note in the amount of ~~2014~~$30,000. The note does not bear interest, however, the Company ~~through~~would ~~its~~incur ~~wholly owned~~a ~~subsidiary~~re-payment ~~Dunn~~penalty ~~Roman~~of ~~Holdings~~$7,500 ~~acquired~~if ~~100%~~it ofchose to repay the ~~issued~~note ~~and~~rather than allow conversion. The lender can convert the outstanding ~~stock~~principal and accrued interest of ~~Red~~the ~~Gold~~convertible ~~Biotechnologies~~promissory ~~(PTY)~~note ~~Ltd. (“Red~~into ~~Gold”),~~shares aof ~~related~~the ~~party~~common tostock at 58% of the ~~Company.~~lowest ~~Red~~trade ~~Gold~~share ~~was~~price aoccurring ~~related~~in ~~party~~the previous 20 trading days prior to ~~the~~conversion. The Company ~~through~~valued ~~our~~the ~~chief~~conversion ~~executive officer,~~feature ~~Roger~~on ~~Duffield~~this note at origination at $36,342 ~~who~~using ~~was~~the Black Scholes valuation model with the ~~sole~~following ~~shareholder~~assumptions: dividend yield of ~~Red~~zero, ~~Gold.~~6- Asmonth ofterm ~~June~~to 30maturity, ~~2014,~~risk ~~the~~free interest rate of 0.65% and annualized volatility of 111%. The Company ~~had~~recorded ~~advanced~~a debt discount of $~~425~~30,~~527~~000 toas ~~Red Gold.~~reduction ~~This~~to ~~loan~~the ~~which~~convertible ~~was~~debenture ~~recorded~~and asis abeing ~~Related~~amortized ~~Party~~over ~~Receivable~~the aslife of ~~June~~the 30convertible debenture. The difference of $6,342 ~~2014~~of ~~and~~the value assigned to the derivative liability was ~~eliminated~~recognized inas ~~consolidation~~origination ininterest on the ~~interim~~ ~~quarterly~~derivative ~~consolidated~~liability ~~balance~~and ~~sheets.~~expensed ~~There~~on ~~was~~origination. noASC ~~economic~~815 ~~benefit~~requires toassessment ~~Roger~~of ~~Duffield~~the asfair amarket ~~result~~value of ~~this~~derivative ~~acquisition as~~liability at the ~~entity~~end ~~acquired~~of ~~was~~each ~~established~~reporting ~~solely~~period ~~for~~and ~~tax~~recognition ~~reporting~~of ~~purposes~~any change in ~~South~~the ~~Africa~~fair market value as other income or expense.

~~The~~On January 5, 2016, the Company ~~has~~executed ~~accounted~~an ~~for~~8% interest convertible promissory note in the ~~acquisition~~ amount of ~~Red~~$50,000, ~~Gold~~which asis adue ~~reorganization~~and payable on January 5, 2017. The lender can convert the outstanding principal and accrued interest of ~~entities~~the ~~under~~convertible promissory note into shares of the common ~~control~~stock at any time at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. InThe ~~reorganizations~~Company received $47,500 upon closing of ~~entities~~the ~~under~~note, ~~common~~net ~~control~~of a discount of $2,500, with the ~~balances~~ aggregate to be repaid being $50,000. The debt discount was recorded as a reduction of the ~~acquired~~convertible ~~entity~~debenture ~~are~~and ~~carried~~is being amortized over the life of the convertible debenture. The Company valued the conversion feature on this loan at ~~historical~~origination ~~costs~~at $68,766 using the Black Scholes valuation model with nothe ~~goodwill~~following orassumptions: ~~excess~~dividend ~~consideration~~yield ~~recorded.~~of ~~Pursuant~~zero, 12-month term to ~~FASB 141~~maturity, ~~the~~risk ~~financial~~free ~~activity~~interest rate of ~~the~~0.65% ~~acquiree~~and ~~(Red~~annualized ~~Gold)~~volatility inof a111%. ~~reorganization~~$47,500 of ~~entities~~the ~~under~~value ~~common~~assigned ~~control~~to isthe ~~presented~~derivative liability was recorded as if debt discount on the ~~acquiree~~convertible debenture. The balance of $21,266 of the value assigned to the derivative liability was ~~consolidated~~recognized atas origination interest on the ~~beginning~~derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

FOn February 8, 2016, the Company executed a 10% interest convertible promissory note in the amount of $55,000, which is due and payable February 11, 2017. The note has “guaranteed” interest of $5,500 which has been accrued as of the origination date and will be recognized as expense over the life of the note. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $45,000 upon closing of the note, net of a debt discount of $10,000, and the aggregate principal balance to be repaid being $55,000. The debt discount was recorded as a reduction (contra-16liability) of the convertible debenture and is amortized over the life of the convertible debenture. The Company valued the conversion feature on this loan at origination at $102,989 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 121%. $60,500 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $42,489 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~NOTE~~On 6February 22, –2016, ~~FIXED~~the ~~ASSETS~~Company executed an 8% interest convertible promissory note in the amount of $50,000, which is due and payable February 22, 2017. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at any time at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $47,500 upon closing of the note, net of a debt discount of $2,500, and the aggregate principal balance to be repaid being $50,000. The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and is amortized over the life of the convertible debenture. The Company valued the conversion features on the loan at origination at $62,702 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 121%. $47,500 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $15,202 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~Fixed assets, stated at cost, less accumulated depreciation at June 30, 2015 and June 30, 2014 consisted of the following:~~ F-16

	June 30, 2015			June 30, 2014
Plant and Equipment	$	7,487,506		$	—
Machinery and Equipment		211,283			190,989
Leasehold Improvements		752,530			710,589
Furniture and Fixtures		81,626			88,865
Automobiles		90,684			104,450
Computers and Equipment		23,206			18,818
Less: Accumulated Depreciation		(636,879	)		(285,852	)
Total Depreciable Fixed Assets		8,009,956			827,859
Construction in Progress		—			7,563,174	(1)
Fixed Assets, net	$	8,009,956		$	8,391,033

On March 21, 2016, the Company executed a 10% interest convertible promissory note in the amount of $52,500. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at any time at the lesser of $0.10 per share or 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $50,000 upon closing of the note, net of a debt discount of $2,500, and the aggregate principal balance to be repaid being $52,500. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on this loan at origination at $115,771 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 119%. $50,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and was amortized over the life of the convertible debenture. The balance of $65,771 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~(1)~~On April 12, 2016, the Company executed an 8% interest convertible promissory note in the amount of $50,000. The ~~Senteeko~~lender ~~facility~~can ~~was~~convert ~~placed~~the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at any time at 50% of the lowest trade share price occurring in ~~service~~the ~~January~~previous 115 trading days prior to conversion. The Company received $47,500 ~~2015~~upon closing of the note, net of a debt discount of $2,500, and the aggregate principal balance to be repaid being $50,000. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on these advances at origination at $80,930 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of .65% and annualized volatility of 116%. $47,500 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and was amortized over the life of the convertible debenture. The balance of $33,430 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~Depreciation~~On ~~expense~~May 6, ~~for~~2016, the ~~years~~Company ~~ended~~executed ~~June 30~~an 8% interest convertible promissory note in the amount of $25,000. ~~2015~~The lender can convert the outstanding principal and ~~2014~~accrued ~~was~~interest of the convertible promissory note into shares of the common stock at 50% of the lowest trade share price occurring in the previous 15 trading days prior to conversion. The Company received $~~414~~23,~~018~~750 ~~and~~upon closing of the note, net of a debt discount of $~~188~~1,~~525~~250, ~~respectively~~and the aggregate principal balance to be repaid being $25,000. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company ~~did~~valued ~~not~~the ~~commence~~conversion ~~depreciating~~features on this loan at origination at $40,819 using the ~~leasehold~~Black ~~improvements~~ Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of .65% and ~~other~~annualized ~~fixed~~volatility ~~assets~~of ~~until~~110%. ~~placed~~$23,750 inof ~~service~~the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The ~~difference~~debt ~~between~~discount ~~accumulated~~was ~~depreciation~~recorded as reduction to the convertible debenture and ~~depreciation~~was ~~expense~~amortized ~~results from~~over the ~~application~~life of the ~~currency~~convertible ~~adjustment~~debenture. ~~(see~~The ~~Note~~balance 8)of $17,069 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~The~~On May 9, 2016, the Company ~~capitalizes~~executed a 10% interest ~~cost~~convertible ~~incurred on~~promissory ~~funds~~note ~~used~~in tothe ~~construct~~amount ~~property,~~of ~~plant~~$55,000. The lender can convert the outstanding principal and ~~equipment~~accrued interest of the convertible promissory note into shares of the common stock at any time at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company ~~recorded~~received ~~capitalized~~$45,000 ~~interest~~upon asclosing ~~part~~of the note, net of a debt discount of $10,000, and the ~~asset~~aggregate principal balance to ~~which it~~be ~~relates~~repaid being $55,000 plus guaranteed interest of 10% ($5,500). The debt discount was recorded as a reduction of the convertible debenture and is being amortized ~~capitalized~~over the life of the convertible debenture. The guaranteed interest was accrued and recorded as original issue discount which will be amortized over the ~~asset’s~~life ~~estimated~~of ~~useful~~the ~~life~~note. ~~Interest~~The ~~cost~~Company ~~capitalized~~valued ~~was~~the conversion features on these advances at origination at $~~309~~98,~~796~~ 767 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of .65% and annualized volatility of 105%. $~~655~~50,~~975~~500 inof ~~2015~~the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and ~~2014~~was amortized over the life of the convertible debenture. The balance of $48,267 ~~respectively~~of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~NOTE 7 – CONVERTIBLE NOTES PAYABLE~~F-17

	Principal Balance			Loan Discount			Accrued interest			Total
June 30, 2013	$	103,500		$	(81,691	)	$	—		$	21,809
Issued in the year		359,614			(339,515	)		—			20,099
Converted into shares of common stock		(230,417	)		100,852			(36,631	)		(166,196	)
Payments of principal and interest		(216,980	)		94,390			(5,944	)		(128,534	)
Amortization of debt discount		—			223,682			—			223,682
Interest accrued		—			—			42,575			42,575
June 30, 2014		15,717			(2,282	)		—			13,435
Issued in the year		—			—			—			—
Converted into shares of common stock		(15,717	)		2,282			—			(13,435	)
Amortization of debt discount		—			—			—			—
Interest accrued		—			—			—			—
June 30, 2015		—			—			—			—

On May 16, 2016, the Company executed an 8% interest convertible promissory note in the amount of $25,000. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at any time at the lesser of $0.10 per share or 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $23,750 upon closing of the note, net of a debt discount of $1,250, and the aggregate principal balance to be repaid being $25,000. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on these advances at origination at $40,862 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 119%. $23,750 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and was amortized over the life of the convertible debenture. The balance of $17,112 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

~~The~~On June 21, 2016, the Company ~~evaluated~~executed a 10% interest convertible promissory note in the ~~terms~~amount of $62,500. The lender can convert the ~~conversion features~~outstanding principal and accrued interest of ~~its~~the convertible ~~debentures~~promissory note into shares of the common stock at any time at the lesser of $0.10 per share or 50% of the lowest trade share price occurring in ~~accordance~~the ~~with~~previous ~~ASC~~20 ~~Topic~~trading Nodays prior to conversion. ~~815~~The -Company 40received $49,500 ~~Derivatives~~upon ~~and~~closing ~~Hedging~~of -the ~~Contracts~~note, innet ~~Entity's Own~~of ~~Stock~~a debt discount of $13,000, and ~~determined~~the ~~they~~aggregate ~~are~~principal ~~indexed~~balance to ~~the~~be ~~Company's~~repaid ~~common~~being ~~stock~~$62,500. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features ~~meet~~on these advances at origination at $71,095 using the ~~definition~~Black Scholes valuation model with the following assumptions: dividend yield of a ~~liability~~zero, 12-month term to maturity, risk free interest rate of 0.65% and ~~therefore~~annualized ~~bifurcated~~volatility of 119%. $49,500 of the ~~conversion~~value ~~features~~assigned ~~and~~to ~~accounted~~the ~~for~~derivative ~~them~~liability was recognized as a ~~separate~~debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and was amortized over the life of the convertible debenture. The balance of $21,595 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

InChanges ~~May 2013, the Company issued an 8% interest rate convertible debenture~~ in ~~the~~Derivative ~~amount~~Liabilities ofwere ~~$103,500~~as ~~which became due and payable in February 2014. The note was convertible into common stock of the Company at a~~follows:

F-17

June 30, 2014	24,330
Settled on issuance of common stock	(33,599	)
Revaluation on settlement on issuance of common stock or reporting date	9,269
June 30, 2015	-
Value acquired during the period	828,271
Revaluation on settlement on issuance of common stock or reporting date	194,201
June 30, 2016	1,022,472

~~discount~~NOTE of9 ~~42%~~– ofNOTES the market price of the Company’s common stock nine months after issuance (February 2014). The Company repaid the note in full on November 11, 2013 and paid penalty interest of $41,500. The Company recorded a gain on settlement of debt of $14,540, which was included in other income.PAYABLE

On ~~August 20~~November 25, 2013, the Company executed a ~~convertible~~ promissory note ~~with~~for ~~a maximum principal amount of~~ $250,000. ~~The note bore interest at the rate of 12% per annum~~ with a ~~one-time~~an ~~interest~~unaffiliated ~~charge~~third ~~applied on the issuance date to the original principal sum~~party. ~~Amounts~~The ~~received under this promissory~~ note ~~were~~ ~~issued~~bears ~~net of a 10% original issue discount. Each payment of consideration matured one year from the date of distribution. The lender could convert the outstanding principal and accrued~~ interest ~~of the convertible promissory note into shares of the common stock~~ at ~~any~~6% ~~time at the lesser of $0.60~~ per ~~share~~annum ~~or 60% of the lowest trade share price occurring in the previous 25 trading days prior to conversion. The Company received $25,000 upon closing of the note~~ and anwas ~~additional~~originally ~~$25,000~~due ~~on October 17~~June 30, ~~2013, both amounts being received net of a debt discount of $2,778, and the aggregate principal balance to be repaid being $55,556~~2015. ~~The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and was amortized over the life of the convertible debenture.~~

~~The~~On ~~Company~~February 11, ~~valued the conversion features on these advances at origination at $98~~2014,~~733~~ ~~using~~ the ~~Black~~Company ~~Scholes~~executed ~~valuation~~another ~~model~~promissory note with the ~~following~~same ~~assumptions:~~entity ~~dividend~~for ~~yield of zero~~$950,000. ~~12-month~~This ~~term~~note tobears ~~maturity, risk free~~ interest ~~rate~~at ~~of 0.13~~6% ~~and~~per ~~annualized~~annum volatility of 184%. $56,666 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and was ~~amortized~~originally ~~over~~due ~~the life of the convertible debenture. The balance of $42~~June 30,~~067 of~~ ~~the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination~~2015. ~~ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.~~

On ~~January 30~~June 26, 2014, the ~~holder~~Company ~~made~~executed aanother ~~conversion request~~promissory ~~and~~note ~~converted~~for ~~the~~ $55500,~~556~~000. ofThis ~~the~~note ~~principal~~bears ~~and~~interest $at 6~~,667~~% ofper ~~accrued~~annum ~~interest~~and ~~receiving~~was aoriginally ~~total~~due ~~of 864~~June 30,~~196~~ ~~shares of common stock upon the conversion~~2015. The Company ~~revalued~~received the ~~proportionate~~proceeds ~~amount~~from ofthis the derivative liability to it fair value and recognized any gain or loss on the change in fair value of the derivative liability as other income or expense in the statement of operations. On issuance of shares of common stock on settlement of the note, ~~the~~during ~~proportionate balance of the derivative liability together with the proportionate balance of unamortized debt was transferred to additional paid in capital~~July 2014.

On August 20 26, ~~2013~~2014, the Company ~~issued~~executed aanother ~~convertible~~ promissory note for $~~350~~800,000. ~~The~~This note ~~bore~~bears interest at ~~the rate of 8~~6% per annum and ~~became due and payable six months from the date of issuance. During the first 90 days from issuance, the note~~ was ~~repayable~~originally ~~without~~due ~~incurring any interest charges. The Company was advanced $160,000 against the note, net of original issuance discounts of $~~June 30,~~578~~ ~~which included prepaid interest and legal expenses~~2015. ~~The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and was amortized over the life of the convertible debenture.~~

~~The Company valued the conversion features on these advances at origination at $355,638 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12~~F-month term to maturity, risk free interest rate of 0.13% and annualized volatility of 184%. $182,869 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and was amortized over the life of the convertible debenture. The balance of $172,769 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.18

AsOn ~~of June 30~~September 11, 2014, ~~a total of $174,479 of~~ the ~~unpaid~~Company ~~principal~~executed ~~plus~~another ~~accrued~~promissory ~~interest~~note ~~had~~for ~~been converted into 2,132,839 shares of restricted common stock, leaving a balance of~~ $131,~~435~~000,000. ~~Subsequent~~This tonote ~~June~~bears ~~30, 2014, the balance plus accrued~~ interest ~~was~~at ~~converted~~6% ~~into~~per ~~144,296~~annum ~~shares of common stock. The Company revalued the proportionate amount of the derivative liability to it fair value~~ and ~~recognized~~was ~~any~~originally ~~gain~~due ~~or loss on the change in fair value of the derivative liability as other income or expense in the statement of operations. On issuance of shares of common stock on settlement of the note~~June 30, ~~the proportionate balance of the derivative liability together with the proportionate balance of unamortized debt was transferred to additional paid in capital~~2015.

~~F-18~~On November 25, 2014, the Company executed another promissory note for $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015.

On ~~November 13~~December 18, ~~2013~~2014, the Company executed a ~~convertible~~another promissory note offor $~~113,~~500, ~~which included prepaid interest of $10,~~000 ~~and origination expenses of $3,520~~. ~~The~~This note ~~bore~~ bears interest at 106% per annum and was originally due ~~and payable twelve months from the date of issuance. At the note holder’s option~~June 30, ~~the~~ ~~unpaid principal and interest was convertible into common stock at a 42% discount to market after six months~~2015. ~~The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and was amortized over the life of the convertible debenture.~~

~~The~~On ~~Company~~December 30, ~~valued~~2014, the ~~conversion~~Company ~~features on~~executed ~~this~~another ~~debenture~~promissory atnote ~~origination~~for at $~~120~~500,~~389~~000. ~~using~~This ~~the~~note ~~Black~~bears ~~Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free~~ interest ~~rate~~at ~~of 0.13~~6% ~~and~~per ~~annualized~~annum volatility of 184%. $99,980 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and was ~~amortized~~originally ~~over~~due ~~the life of the convertible debenture. The balance of $20~~June 30,~~499 of~~ ~~the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination~~2015. ~~ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.~~

InOn February 25, ~~2014~~2015, the Company ~~repaid~~executed ~~the~~another promissory note in ~~full~~for ~~and paid penalty interest of~~ $47150,~~550~~000. ~~The~~This ~~Company~~note ~~revalued~~bears ~~the~~interest ~~proportionate~~at ~~amount~~6% ofper ~~the~~annum ~~derivative liability to it fair value~~ and ~~recognized~~was ~~any~~originally ~~gain~~due ~~or loss on the change in fair value of the derivative liability as other income or expense in the statement of operations. The Company recorded a gain on settlement of debt of $64~~June 30,~~058,~~ ~~which was included in other income~~2015.

~~Changes~~On inMarch 19, ~~Derivative~~2015, ~~Liabilities~~the ~~were~~Company asexecuted ~~follows:~~another promissory note for $400,000. This note bears interest at 6% per annum and was originally due June 30, 2015.

June 30, 2013	$	113,854
Value acquired during the period		574,760
Settled on issuance of common stock		(3,578,751	)
Settled on payment of outstanding principal and interest		(256,214	)
Revaluation on settlement on issuance of common stock or reporting date		3,170,681
June 30, 2014		24,330
Value acquired during the period		—
Settled on issuance of common stock		(33,599	)
Settled on payment of outstanding principal and interest		—
Revaluation on settlement on issuance of common stock or reporting date		9,269
June 30, 2015		—

On April 21, 2015, the Company executed another promissory note for $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015.

~~NOTE~~On 8May 19, –2015, ~~NOTES~~the ~~PAYABLE~~Company executed another promissory note for $350,000. This note bears interest at 6% per annum and was originally due June 30, 2015.

On ~~November 25~~June 4, ~~2013~~2015, the Company executed a another promissory note for $~~250~~100,000 ~~with an unaffiliated third party~~. ~~The~~This note bears interest at 6% per annum and was originally due ~~June~~ June 30, 2015.

On ~~February 11~~June 25, ~~2014~~2015, the Company executed another promissory note ~~with the same entity~~ for $~~950~~400,000. This note bears interest at 612% per annum and was originally due June 30, 2016. Proceeds from this note were received in July 2015, so the note was not recorded as of June 30, 2015.

OnCollectively, ~~June~~these ~~26,~~notes ~~2014~~total $6,900,000 ~~the~~as ~~Company~~of ~~executed~~June 30, ~~another promissory~~2016, ~~note~~and ~~for~~ $6,500,000. ~~This~~as ~~note~~of ~~bears~~June 30, ~~interest~~2015, atand 6%were ~~per~~due ~~annum~~ and ~~was~~payable ~~originally~~June 30, 2015. The Company subsequently renegotiated the due ~~June~~date on each of these notes to January 1, 2017. As of June 30, 2016, and 2015., ~~The~~the Company ~~received~~ recorded accrued interest pertaining to the ~~proceeds~~outstanding ~~from~~notes ~~this~~payable ~~note~~in ~~during~~the ~~July~~amounts ~~2014~~of $720,488 and $288,612.

OnLand ~~August 26, 2014, the Company executed another promissory note for $800,000. This note bears interest at 6% per annum~~ and ~~was~~Agriculture ~~originally~~Bank ~~due~~of ~~June~~South ~~30, 2015.~~Africa

OnIn ~~September 11~~June 2012, ~~2014~~the Company, through the ~~Company~~majority-owned subsidiaries of Dunn Roman Holdings, Inc., executed ~~another~~ ~~promissory~~final ~~note~~loan ~~for~~documents on a 100 million Rand (approx. $16.5 million USD at current rates) financing with the Land and Agriculture Bank of South Africa (“Land Bank”). The total loan is comprised of multiple agreements totaling,~~000~~ between Green Gold Biotechnologies (Pty) Ltd. and Breakwood Trading 22(Pty) Ltd.,~~000~~ 100 million rand (approx. ~~This~~$6.5 ~~note~~million ~~bears~~USD at current rates). The loans all bear interest at 6the rate of prime plus 0.5% per annum and ~~was~~are ~~originally~~all due ~~June~~in 30seven years. In addition, ~~2015~~the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first draw down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. By way of loan covenants, the borrowing entities are required to maintain a debt-to-equity ratio of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1, none of which are currently in compliance. However, the Company consistently notified the Bank of this situation and has requested written documentation as to the Bank’s intention. The Bank has provided documentation extending the “holiday” at through December 2016. As of and through the date of this report, the Land Bank has not provided any notice of default or requested compliance with the terms of the loans.

~~On November 25, 2014, the Company executed another promissory note for $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015.~~F-19

OnDuring ~~December~~the 18year ended June 30, ~~2014~~2012, the Company ~~executed another~~issued ~~promissory~~1,500,000 ~~note~~shares of restricted common stock to three Dunn Roman shareholders in exchange for their shares of Dunn Roman Holdings which had been previously issued. The acquired Dunn Roman shares were then provided to third parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be owned by non-white South Africans. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($~~500~~585,000., ~~This~~based ~~note~~on ~~bears~~the ~~interest~~value atof 6%shares ~~per~~on ~~annum~~the date of issuance) as a cost of securing the financing and ~~was~~recorded ~~originally~~as ~~due~~a loan discount which is amortized over the life of the loan (7 years). During each of the years ended June 30, 2016, and 2015, the Company amortized $64,404, leaving a debt discount balance of $311,283 and $375,687 at June 30, 2016, and 2015, respectively.

FDuring the years ended June 30, 2016, and 2015, the Company received no proceeds from these loans while interest incurred of $740,745 and $946,959, respectively, was added to the loan principal. The Company used the loan proceeds to purchase fixed assets that are employed in South Africa to produce the Company’s botanical extracts, fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite management and farm worker housing, and the pruning, weeding, and fertilizing of the plantation. As the 25-19month holiday in which no payments or interest are due expired in July of 2014, the Company is required to make monthly payments of approximately 2,250,000R South African Rand (approximately $151,000 US Dollars). During the years ended June 30, 2016, and 2015, a total of $162,329 and $2,104,864 was repaid to Land Bank. As of June 30, 2016, a total of $7,492,375, which included capitalized accrued interest, was owed to the Land Bank. Inasmuch as the Company is out of compliance with certain loan covenants (see above), and whereas the written agreement to suspend such covenants expired in December 2016, the Company has elected to classify the entire balance owed to the Land Bank as “current” in the accompanying balance sheet as of June 30, 2016, and 2015.

OnAs ~~December~~of June 30, ~~2014~~2016, ~~the~~and ~~Company executed another promissory note for $500~~2015,~~000.~~ ~~This~~long-term ~~note~~loan ~~bears~~balances ~~interest~~were atas ~~6% per annum and was originally due June 30, 2015.~~follows:

On February 25, 2015, the Company executed another promissory note for $150,000. This note bears interest at 6% per annum and was originally due June 30, 2015.

	June 30, 2016			June 30, 2015
Loan Principal and Interest - Land Bank		7,492,375			8,401,900
Notes Payable – third party		6,900,000			6,500,000
Less: Discount		(311,283	)		(375,687	)
		14,081,092			14,526,213
Less: Current Portion		(14,081,092	)		(14,526,213	)
Long Term Debt, Net of Discount	$	-		$	-

OnNOTE ~~March~~10 ~~19,~~– ~~2015,~~NOTES ~~the~~PAYABLE ~~Company~~TO ~~executed~~RELATED ~~another promissory note for $400,000. This note bears interest at 6% per annum and was originally due June 30, 2015.~~PARTIES

On ~~April~~January 1, 212016, ~~2015~~the Company borrowed £35,000 ($50,525), from the son of Roger Baylis-Duffield, the Company’s ~~executed~~Chief ~~another promissory~~Executive ~~note~~Officer, the proceeds from which were used for ~~$500,000~~general operating purposes. ~~This~~The note bears interest at 6the rate of 15% per annum, with interest due semi-annually, and ~~was~~the ~~originally~~balance plus any accrued interest is due ~~June~~and 30payable on December 31, ~~2015~~2016.

OnNOTE ~~May~~11 ~~19,~~– ~~2015,~~DEFERRED ~~the~~LEASE ~~Company executed another promissory note for $350,000. This note bears interest at 6% per annum and was originally due June 30, 2015.~~OBLIGATIONS

OnPlandaí’s ~~June~~subsidiaries 4have two long-term, ~~2015~~material leases, ~~the~~which ~~Company~~either ~~executed~~have ~~another promissory~~escalating ~~note~~terms ~~for~~or ~~$100~~included several months of “free” rent,~~000~~ including the notarial lease for the Senteeko Tea Estate. ~~This~~In ~~note~~accordance ~~bears~~with ~~interest~~US atGenerally 6%Accepted ~~per~~Accounting ~~annum~~Principles, the Company has calculated a straight-line monthly cost on the leases and ~~was~~recorded ~~originally~~the ~~due~~corresponding ~~June~~difference ~~30,~~between ~~2015~~the amount actually paid and the amount calculated as a Deferred Lease Obligation.

~~Collectively,~~In ~~these notes total $6~~February 2012,~~500,000 and~~ ~~$1,200,000~~the asCompany ofentered ~~June~~into ~~30,~~a

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