Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31,
2023

 

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

 

For the transition period from _________ to _________

 

Commission File Number: 000-12641

 

DALRADA FINANCIAL CORPORATION

(Name of Small Business Issuer in its charter)

 

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

 

600 La Terraza Blvd., Escondido, California
92025

(Address of principal executive offices)

 

858–283-1253

Issuer’s telephone number

 

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

 

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

 

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

 

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

 

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

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

 

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

 

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

 

As of May 15, 2023, the registrant’s outstanding stock consisted
of 88,699,139 common shares.

 

 

 

 

DALRADA FINANCIAL CORPORATION.

 

Table of Contents

 

 

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Stockholders’ Deficit	5
Condensed Consolidated Statements of Cash Flows	7
Notes to the Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43
PART II – OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Securities	45
Item 3. Defaults Upon Senior Securities	45
Item 4. Mine Safety Disclosures	45
Item 5. Other Information	45
Item 6. Exhibits	46
SIGNATURES	47

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1 – Financial Statements

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Balance Sheets

(unaudited)

		March 31,				June 30,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	1,288,916			$	772,062
Restricted cash			–				–
Accounts receivable, net			8,218,196				6,406,555
Accounts receivable, net – related parties			127,951				41,603
Other receivables			534,761				288,655
Inventories			2,321,316				1,624,621
Prepaid expenses and other current assets			337,828				430,070
Total current assets			12,828,968				9,563,566
Long-term receivables			41,716				42,395
Long-term receivables – related parties			1,182,893				1,209,103
Property and equipment, net			1,403,890				1,076,412
Goodwill			4,253,424				4,253,424
Intangible assets, net			3,920,496				3,524,888
Right-of-use asset, net			2,713,785				1,665,436
Right-of-use asset, net – related party			2,385,014				1,087,256
Total assets		$	28,730,186			$	22,422,480
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	4,597,505			$	2,331,919
Accrued liabilities			1,717,484				1,799,404
Accrued payroll taxes, penalties and interest			–				2,055,736
Accounts payable and accrued liabilities – related parties			1,792,753				1,270,133
Deferred revenue			1,972,516				720,923
Notes payable, current portion			1,035,189				669,028
Notes payable – related parties			16,726,676				9,269,377
Convertible notes payable, net of debt discount			–				1,495,528
Right-of-use liability			587,527				435,647
Right-of-use liability – related party			511,772				369,050
Total current liabilities			28,941,422				20,416,745
Long-term payables			73,205				120,534
Notes payable			479,001				479,001
Notes payable – related parties			13,174,894				9,538,685
Contingent consideration			4,767,333				4,870,800
Right-of-use liability			2,126,258				1,231,691
Right-of-use liability – related party			1,873,242				718,206
Total liabilities			51,435,355				37,375,662
Commitments and contingencies (Note 14)			–				–
Stockholders’ deficit:
Series G preferred stock, $0.01 par value, 100,000 shares authorized, 10,002 shares issued and outstanding as of both March 31, 2023 and June 30, 2022			100				100
Series F preferred stock, $0.01 par value, 5,000 and 5,000 shares authorized, issued and outstanding as of both March 31, 2023 and June 30, 2022			50				50
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 86,240,807 and 72,174,620 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively			431,187				360,855
Common stock to be issued			317,925				1,066,925
Additional paid-in capital			109,222,356				104,627,032
Accumulated deficit			(133,492,861	)			(121,436,490	)
Accumulated other comprehensive income (loss)			(21,177	)			(50,673	)
Total Dalrada Financial Corp’s stockholders’ deficit			(23,542,420	)			(15,432,201	)
Noncontrolling interests			837,251				479,019
Total stockholders’ deficit			(22,705,169	)			(14,953,182	)
Total liabilities and stockholders’ deficit		$	28,730,186			$	22,422,480

 

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

 

 

 

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Operations

(unaudited)

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2023				2022				2023				2022
Revenues		$	9,290,805			$	5,572,826			$	18,066,932			$	15,530,319
Revenues – related party			183,888				19,324				918,648				111,448
Total revenues			9,474,693				5,592,150				18,985,580				15,641,767
Cost of revenue			6,612,680				1,773,630				11,924,140				5,034,308
Gross profit			2,862,013				3,818,520				7,061,440				10,607,459
Operating expenses:
Selling, general and administrative (includes stock-based compensation of $815,454 and $362,532 for the three months and $2,184,692 and $2,145,626 for the nine months ended 2023 and 2022 respectively)			6,501,233				6,458,163				18,438,927				16,000,902
Research and development			–				–				–				1,596
Total operating expenses			6,501,233				6,458,163				18,438,927				16,002,498
Loss from operations			(3,639,220	)			(2,639,643	)			(11,377,487	)			(5,395,039	)
Other income (expense):
Interest expense			(314,319	)			(338,677	)			(2,207,049	)			(597,551	)
Interest income			18,830				4,232				60,725				5,280
Other income (expense)			(72,933	)			(3,974	)			(179,555	)			9,270
Gain on expiration of accrued tax liability			–				–				2,090,978				–
Gain (loss) on foreign exchange			(38,156	)			(15,018	)			(85,751	)			(59,351	)
Total other income (expenses)			(406,578	)			(353,437	)			(320,652	)			(642,352	)
Net loss			(4,045,798	)			(2,993,080	)			(11,698,139	)			(6,037,391	)
Other comprehensive (loss) income
Foreign currency translation			(137	)			(4,990	)			29,496				34,679
Comprehensive (loss) income		$	(4,045,935	)		$	(2,998,070	)		$	(11,668,643	)		$	(6,002,712	)
Net income (loss) attributable to noncontrolling interests			(20,234	)			430,147				358,232				3,036,854
Net loss attributable to Dalrada Financial Corporation stockholders		$	(4,025,564	)		$	(3,423,227	)		$	(12,056,371	)		$	(9,074,245	)
Net loss per common share to Dalrada stockholders – basic		$	(0.05	)		$	(0.05	)		$	(0.15	)		$	(0.12	)
Net loss per common share to Dalrada stockholders – diluted		$	(0.05	)		$	(0.05	)		$	(0.15	)		$	(0.12	)
Weighted average common shares outstanding  — basic			85,728,770				70,235,384				82,356,784				72,718,261
Weighted average common shares outstanding  — diluted			85,728,770				70,235,384				82,356,784				72,718,261

 

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

 

 

 

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Stockholders’
Deficit

(unaudited)

Preferred Stock

Common

Series G

Series F

Common Stock

Stock to

Shares

Amount

Shares

Amount

Shares

Amount

be Issued

Balance at June 30, 2021

–

$

–

5,000

$

50

73,838,662

$

369,194

$

601,825

Conversion of related party notes into preferred stock

–

–

–

–

–

–

–

Common stock issued pursuant to acquisitions

–

–

–

–

212,500

1,063

(85,975

)

Joint ventures

–

–

–

–

–

–

58,560

Repurchase of common shares from subsidiary

–

–

–

–

(329,478

)

(1,647

)

–

Stock-based compensation

–

–

–

–

2,000,000

10,000

–

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at September 30, 2021

–

–

5,000

50

75,721,684

378,610

574,410

Issuance of preferred stock

10,002

100

–

–

–

–

–

Common stock issued pursuant to acquisitions

–

–

–

–

212,500

1,063

(85,975

)

Joint venture

–

–

–

–

250,000

1,250

(58,560

)

Reversal of shares previously issued to directors

–

–

–

–

(6,500,000

)

(32,500

)

–

Stock-based compensation

–

–

–

–

500,000

2,500

–

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at December 31, 2021

10,002

100

5,000

50

70,184,184

350,923

429,875

Common stock issued pursuant to acquisitions

–

–

–

–

212,500

1,063

(85,975

)

Common stock issued in connection with convertible note

–

–

–

–

192,000

930

–

Joint ventures

–

–

–

–

–

–

–

Stock-based compensation

–

–

–

–

–

–

–

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at March 31, 2022

10,002

$

100

5,000

$

50

$

70,588,684

$

352,916

$

343,900

Balance at June 30, 2022

10,002

$

100

5,000

$

50

72,174,620

$

360,855

$

1,066,925

Common stock issued for conversion of convertibles notes, accrued interest and premium

–

–

–

–

6,813,021

34,065

–

Common stock issued pursuant to acquisitions

–

–

–

–

833,333

4,167

(175,000

)

Stock-based compensation

–

–

–

–

500,000

2,500

(175,000

)

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at September 30, 2022

10,002

100

5,000

50

80,320,974

401,587

716,925

Common stock issued for conversion of convertibles notes, accrued interest and premium

–

–

–

–

4,161,500

20,808

–

Common stock issued pursuant to acquisitions

–

–

–

–

1,175,000

5,875

(286,650

)

Stock-based compensation

–

–

–

–

–

–

–

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at December 31, 2022

10,002

100

5,000

50

85,657,474

428,270

430,275

Common stock issued for conversion of convertibles notes, accrued interest and premium

–

–

–

–

–

–

–

Common stock issued pursuant to acquisitions

–

–

–

–

583,333

2,917

(112,350

)

Stock-based compensation

–

–

–

–

–

–

–

Net income (loss)

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

Balance at March 31, 2023

10,002

$

100

5,000

$

50

86,240,807

$

431,187

$

317,925

(continued)

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

 

 

 

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Stockholders’
Deficit

(unaudited) (continued)

		Preferred				Additional								Accumulated Other				Total Dalrada Financial Corp’s								Total
		Stock				Paid-in				Accumulated				Comprehensive				Stockholders’				Noncontrolling				Stockholders’
		to be Issued				Capital				Deficit				Income (Loss)				Deficit				Interests				Deficit
Balance at June 30, 2021		$	–			$	92,965,821			$	(107,338,174	)		$	32,287			$	(13,368,996	)		$	(38,391	)		$	(13,407,388	)
Conversion of related party notes into preferred stock			6,532,206				–				–				–				6,532,206				–				6,532,206
Common stock issued pursuant to acquisitions			–				84,913				–				–				–				–				–
Joint ventures			–				–				–				–				58,560				111,185				169,745
Repurchase of common shares from subsidiary			–				(13,179	)			–				–				(14,826	)			–				(14,826	)
Stock-based compensation			–				667,507				–				–				677,507				–				677,507
Net income (loss)			–				–				(2,265,842	)			–				(2,265,842	)			1,289,169				(976,673	)
Foreign currency translation			–				–				–				39,344				39,344				–				39,344
Balance at September 30, 2021			6,532,206				93,705,062				(109,604,016	)			71,631				(8,342,047	)			1,361,963				(6,980,085	)
Issuance of preferred stock			(6,532,206	)			6,532,106				–				–				–				–				–
Common stock issued pursuant to acquisitions			–				84,913				–				–				–				–				–
Joint venture			–				57,310				–				–				–				(1,874,244	)			(1,874,244	)
Reversal of shares previously issued to directors			–				32,500				–				–				–				–				–
Stock-based compensation			–				1,103,087				–				–				1,105,587				–				1,105,587
Net income (loss)			–				–				(3,385,175	)			–				(3,385,175	)			1,317,537				(2,067,638	)
Foreign currency translation			–				–				–				325				325				–				325
Balance at December 31, 2021			–				101,514,978				(112,989,191	)			71,956				(10,621,311	)			805,256				(9,816,053	)
Common stock issued pursuant to acquisitions			–				84,913				–				–				–				–				–
Common stock issued in connection with convertible note			–				1,541,765				–				–				1,542,695				–				1,542,695
Joint ventures			–				–				–				–				–				(7,900	)			(7,900	)
Stock-based compensation			–				362,532				–				–				362,532				–				362,532
Net income (loss)			–				–				(3,423,227	)			–				(3,423,227	)			430,147				(2,993,080	)
Foreign currency translation			–				–				–				(4,990	)			(4,990	)			–				(4,990	)
Balance at March 31, 2022		$	–			$	103,504,188			$	(116,412,418	)		$	66,966			$	(12,144,301	)		$	1,227,503			$	(10,916,796	)
Balance at June 30, 2022		$	–			$	104,627,032			$	(121,436,490	)		$	(50,673	)		$	(15,432,201	)		$	479,019			$	(14,953,182	)
Common stock issued for conversion of convertibles notes, accrued interest and premium			–				1,077,332				–				–				1,111,397				–				1,111,397
Common stock issued pursuant to acquisitions			–				343,183				–				–				172,350				–				172,350
Stock-based compensation			–				640,017				–				–				467,517				–				467,517
Net income (loss)			–				–				(3,617,789	)			–				(3,617,789	)			447,613				(3,170,176	)
Foreign currency translation			–				–				–				63,762				63,762				–				63,762
Balance at September 30, 2022			–				106,687,564				(125,054,279	)			13,089				(17,234,964	)			926,632				(16,308,332	)
Common stock issued for conversion of convertibles notes, accrued interest and premium			–				315,283				–				–				336,091				–				336,091
Common stock issued pursuant to acquisitions			–				356,234				–				–				75,459				–				75,459
Stock-based compensation			–				901,721				–				–				901,721				–				901,721
Net income (loss)			–				–				(4,413,018	)			–				(4,413,018	)			(69,147	)			(4,482,165	)
Foreign currency translation			–				–				–				(34,129	)			(34,129	)			–				(34,129	)
Balance at December 31, 2022			–				108,260,802				(129,467,297	)			(21,040	)			(20,368,840	)			857,485				(19,511,355	)
Common stock issued for conversion of convertibles notes, accrued interest and premium			–				–				–				–				–				–				–
Common stock issued pursuant to acquisitions			–				146,100				–				–				36,667				–				36,667
Stock-based compensation			–				815,454				–				–				815,454				–				815,454
Net income (loss)			–				–				(4,025,564	)			–				(4,025,564	)			(20,234	)			(4,045,798	)
Foreign currency translation			–				–				–				(137	)			(137	)			–				(137	)
Balance at March 31, 2023		$	–			$	109,222,356			$	(133,492,861	)		$	(21,177	)		$	(23,542,420	)		$	837,251			$	(22,705,169	)

 

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

 

 

DALRADA FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flows

(unaudited)

		Nine Months Ended
		March 31,
		2023				2022
Cash flows from operating activities:
Net loss		$	(11,698,139	)		$	(6,037,391	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			530,177				156,897
Stock compensation			2,184,692				2,145,626
Amortization of debt discount			–				146,475
Change in fair value of contingent consideration			181,009				–
Bad debt expense			640,484				–
Gain on expiration of accrued tax liability			(2,090,978	)			–
Changes in operating assets and liabilities, net of amounts acquired or assumed in connection with acquisition:
Accounts receivable			(2,787,677	)			(7,388,104	)
Other receivables			(218,817	)			(103,932	)
Inventories			(696,695	)			(314,573	)
Prepaid expenses and other current assets			128,542				123,392
Long-term receivables			26,889				–
Accounts payable			2,241,421				123,063
Long-term payables			(47,329	)			–
Accounts payable and accrued liabilities – related parties			522,620				1,967,786
Accrued liabilities			(217,742	)			1,100,808
Accrued payroll taxes, penalties and interest			35,242				72,558
Deferred revenue			1,191,593				441,075
Net cash used in operating activities			(10,074,709	)			(7,566,320	)
Cash flows from investing activities:
Purchase of property and equipment			(511,515	)			(441,521	)
Purchase of intangibles			(446,923	)			(206,068	)
Acquisition of business, net of cash			80,087				–
Net cash used in investing activities			(878,351	)			(647,589	)
Cash flows from financing activities:
Proceeds from related party notes payable			11,845,764				7,602,059
Proceeds from convertible notes payable			–				2,932,857
Repayments of related party notes payable			(752,256	)			–
Distributions to noncontrolling interest			–				(1,882,144	)
Net proceeds (repayments) from notes payable			346,910				(21,717	)
Repurchase of common shares from subsidiary			–				(14,826	)
Net cash provided by financing activities			11,440,418				8,616,229
Net change in cash and cash equivalents			487,358				402,320
Effect of exchange rate changes on cash			29,496				34,679
Cash and cash equivalents at beginning of period			772,062				110,285
Cash and cash equivalents at end of period		$	1,288,916			$	547,284
Supplemental disclosure of cash flow information:
Cash paid for interest		$	–			$	–
Supplemental disclosure of non-cash investing and financing activities:
Conversion of related party notes and interest into preferred stock		$	–			$	6,532,206
Contribution of property and equipment into joint venture		$	–			$	111,185
Issuance of shares to joint venture partner		$	–			$	58,560
Conversion of accounts payable-related parties to note payable-related parties		$	–			$	181,744
Common stock and warrants issued in connection with convertible note		$	–			$	1,542,695
Conversion of convertible note payable, accrued interest and premium into common stock		$	2,327,489			$	–
Increase in right-of-use asset and liability		$	1,447,488			$	–

 

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

 

 

 

DALRADA FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial
Statements

(Unaudited)

 

 

1.	Organization and Nature of Operations

 

Dalrada Financial Corporation, (“Dalrada”),
was incorporated in September 1982 under the laws of the State of California. It was reincorporated in May 1983 under the laws of the
State of Delaware and reincorporated again on May 5, 2020, under the laws of the state of Wyoming. Dalrada Financial Corporation trades
under the symbol, OTCQB: DFCO.

 

Since Dalrada’s inception, the Company has
grown its footprint to include the unique business divisions: Genefic, Dalrada Energy Services, Dalrada Precision Manufacturing,
and Dalrada Technologies. Dalrada’s global solutions directly address climate change, gaps in the health care industry, and
technology needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us.

 

Genefic

 

Genefic, formerly named Dalrada Health, delivers
advanced health care solutions with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical
goods and holistic wellness clinics, this specialized division is committed to developing key health products, lifesaving medications
and building comprehensive systems to increase capability, strive to keep people healthy with the goals of improving their quality of
life and increasing their longevity– on a global level.

 

Empower Genomics (“Empower”)–
Empower is Dalrada’s wholly owned diagnostic laboratory which processes molecular diagnostic and antibody tests to support the diagnosis
of COVID-19 and the detection of immune response to the virus. Empower has built up and maintained the testing capacity to handle surges
in COVID-19 testing demands. Empower also offers genetic testing capabilities including Pharmacogenomics, Nutraceutical, Nutrition/Diet
DNA and Exercise/Fitness DNA tests.

 

Pala Diagnostics (“Pala”)–
Pala is a joint venture diagnostic laboratory which processes both molecular diagnostic and antibody tests to support the diagnosis of
COVID-19 and the detection of immune response to the virus.

 

Solas Corp. (“Solas”)– Solas
manages and oversees wellness clinics throughout Southern California including the Sòlas Rejuvenation + Wellness clinics (“Sòlas”).
Through advanced medical techniques and modern technology, Sòlas delivers a clinical experience that helps men and woman live their
best life, whether it’s through simple cosmetic procedures, pain-reducing practices, or anti-aging therapies. Through its three
locations, Sòlas prides itself on its dedicated service-focused, health-first approach. Its wellness & rejuvenation clinics
deliver with a focus on regenerative therapies, IV and injection services, cosmetic enhancements amongst a myriad of additional health
centric services.

 

International Health Group (“IHG”)–
IHG provides highly trained nursing and medical assistants for hospitals and home health facilities since 2006. IHG Medical Assistant
programs include Certified Nursing Assistant (“CNA") and Home Health Aide (“HHA”) training and the fast-track 22-Day
CNA Certification Program at its state-approved testing facility.

 

Pacific Stem Cells (“PSC”)–
PSC markets and sells traditional biologics and human cells, tissues, and cellular and tissue-based products (HCT/Ps).

 

 

 

Watson Rx Solutions (“Watson”)–
In June 2022, Dalrada Life Sciences acquired Watson, an Alabama-based pharmacy with more than 30 years of experience in the retail medical
and pharmaceutical industries. Watson helps manage disease states through education and prescription management while offering generic
as well as specialty medications. Watson maintains pharmacy licenses in all 50 States including Washington D.C.

 

GlanHealth (“GlanHealth”)–
Dalrada Health Products launched GlanHealth in 2020 to distribute alcohol-free hand sanitizers, surface cleaners, laundry aides, antimicrobial
solutions, electrostatic sprayers, face masks, gloves, kits, and delivery equipment such as dispensers, stands, and ease of use packaging
for the end consumer. GlanHealth leverages an extensive supply chain of producers, resellers, distributors, vendors, and formulators for
the development, sale, and marketing of its products and services.

 

Dalrada Energy Services

 

Dalrada Energy Services (‘DES’) employs
next-generation technology that enhances clean energy efforts while reducing the world’s carbon footprint. Through innovative products
and commercial services, DES facilitates energy transition for universities, businesses, government buildings, and more.

 

Dalrada Energy Services (“DES”)–
DES provides end-to-end comprehensive energy service solutions in a robust commercial capacity, DES helps organizations meet environmental,
social, and governance (“ESG”) goals and standards while mitigating negative environmental impacts.

 

Bothof Brothers Construction (“Bothof”)–
Bothof is a licensed general contractor which provides a wide range of development, construction and design capabilities and expertise
throughout the United States. Through Bothof’s extensive experience in construction and contracting, the DES division is able to
provide a myriad of additional services to its private and public works customers.

 

Dalrada Precision Manufacturing

 

Dalrada Precision Manufacturing creates total
manufacturing solutions that start with the design and development of high-quality machine parts and components, and end with an efficient
global supply chain. This specialized business division can meet today’s high demands and solves industry challenges. Dalrada Precision
Manufacturing is confident that it redefines the critical quality of the world’s top components and responds with in-house research,
design, engineering, and distribution through a highly reliable global supply chain and improved time-to-market capabilities.

 

Dalrada Precision Parts (“Precision”)–
Precision extends the client its engineering and operations team by helping devise unique manufacturing solutions tailored to their products.
Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics.

 

Likido Ltd. (“Likido”)– Likido
is an international engineering company developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat
pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular
process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across
industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains.
Likido’s technologies enable the effective recovery and recycling of process energy, mitigating against climate change and expected enhancement
of quality of life through the provision of low-carbon heating and cooling systems.   

 

Ignite I.T. (“Ignite”)– Ignite
is a manufacturer and seller of eco-friendly deep cleaners, parts washers and degreasers that are specially formulated to lift hydrocarbon-based
dirt and grease from virtually all surfaces with minimal effort. Ignite products are non-flammable, non-corrosive, non-toxic, butyl-free,
water-based, and leave a light citrus scent. Ignite is developed for all surfaces suitable for water and meet or exceed the most stringent
industry-testing specifications. Ignites products are effective and available solutions to the increased demand for protecting employees
from hazardous chemicals currently used and highlighted in recent federal and state regulations.

 

 

 

 

Deposition Technologies (“DepTec”)–
Dalrada Precision Manufacturing acquired DepTec in April 2022. DepTec designs, develops, manufactures, and services chemical vapor and
physical vapor deposition systems for the microchip and semiconductor industries.

 

DepTec has built a multitude of precision OEM
parts for PVD (Physical vapor deposition) and refurbished systems which allow clients the option of purchasing the same model of system
they’ve been using for decades – but with upgrades and improved efficiencies. DepTec also has its own PVD and CVD (Chemical
Vapor Deposition) systems, EVOS-PVD and EVOS -CVD, which deposits metals and non-metals for microchips used in almost every standard and
specialized microdevices made today and in the future. These systems can produce a superior film layer utilized in rugged high-stress
environment designs and expect to meet the increased US market demand driven by the CHIPS and Science Act of 2022.

 

Dalrada Technology Limited (“DTL”)- Dalrada Precision
Manufacturing Inc. entered into an Ownership Purchase Agreement to purchase all of the membership interests in Dalrada Technology Limited
on March 1, 2023. DTL is a holding company for all European based Dalrada Precision entities.

 

Dalrada Technologies

 

Dalrada Technologies has worked with some of the
world’s most recognizable companies, providing digital engineering for cutting-edge software systems and offering a host of robust
digital services. This business division connects the world with integrated technology and innovative solutions, delivering advanced capabilities
and error-free results. Dalrada Technologies creates digital products with expert computer information technology and software engineering
services for a variety of technical industries and clients in both B2B and B2C environments.

 

Prakat (“Prakat”)– Prakat is
an ISO 9001-certified company that provides end-to-end technology services across various industries, improving the value chain. The Company
specializes in test engineering, accessibility engineering, product engineering, application modernization, billing and revenue management,
CRM, and block chain. Prakat provides global customers with software and technology solutions specializing in Test Engineering, Accessibility
Engineering, Product Engineering and Application Modernization.

 

Liquidity and Going Concern

 

These condensed consolidated financial statements
have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities
in the normal course of business. As of March 31, 2023, the Company has an accumulated deficit of $133,492,861. The Company closed a convertible
debenture funding on February 4, 2022 for a total principal amount of $3,000,000. The continuation of the Company as a going concern is
dependent upon the continued financial support from related parties, and its ability to identify future investment opportunities and obtain
the necessary debt or equity financing and generating profitable operations from the Company’s future operations. These factors
raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements
do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

 

2.	Summary of Significant Accounting Policies

 

 

(a)

Basis of Presentation

 

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

 

 

 

 

 

We have prepared the accompanying condensed consolidated
financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim
financial reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X. These condensed consolidated financial statements
are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair
presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented
are not necessarily indicative of the results that may be expected for fiscal year 2023. Certain information and footnote disclosures
normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted
in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated
financial statements should be read in conjunction with the audited financial statements and accompanying notes in our Annual Report on
Form 10-K for the year ended June 30, 2022, as filed with the United States Securities and Exchange Commission (“SEC”).

 

(b)

Principles of Consolidation

 

These consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision Corp., a company incorporated in the State of California,
since June 25, 2018 (date of incorporation), Dalrada Health Products, a company incorporated in the State of California, since October
2, 2018 (date of incorporation), Dalrada Technologies, LLC, a company incorporated in the State of Wyoming, since January 1, 2020 (date
of incorporation), Dalrada Energy Services, Inc., a company incorporated in the State of Wyoming, since March 17, 2022 (date of incorporation),
since their respective acquisition dates. All inter-company transactions and balances have been eliminated in consolidation.

 

The consolidated financial statements include
the accounts of Dalrada Financial Corp., Dalrada Health Products Inc., Solas Corp., Empower Genomics, Inc., International Health Group,
Inc., Pala Diagnostics, LLC, Pacific Stem Cells, LLC, Watson Rx Solutions, Inc., Dalrada Precision Corp., Dalrada Energy Services, Inc.,
Likido Corp., Ignite I.T., Bothof Brothers Inc., Prakat Solutions, Inc., Prakat Solutions Private Limited, Likido Ltd., and Deposition
Technologies Ltd., controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the
consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable
interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of
the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially
could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant
intercompany accounts and transactions are eliminated in consolidation.

 

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

 

(c)

Use of Estimates

 

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

 

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

 

 

 

 

 

(d)

Cash and Cash Equivalents

 

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

 

(e)

Concentrations of Credit Risk

 

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

 

When estimating its allowance for credit losses
related to revenues from Covid Testing, the Company differentiates its receivables based on the following customer types: healthcare insurers,
government payers, and cash payers. Additionally, the Company applies assumptions and judgments for assessing collectability and determining
net revenues and accounts receivable from its customers. Historical collection factors we considered for assessing collectability and
determining net revenues and accounts receivable from our customers include the period that the receivables have been outstanding, history
of payment amounts, status of collections due, and applicable statutes of limitations.

 

During the nine months ended March 31, 2023, healthcare
insurers and government payers accounted for over 29% of total revenues or $5,567,245. The accounts receivable related to both healthcare
insurers and government payers was $3,863,560 as of March 31, 2023.

  

(f)

Fair Value Measurements

 

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

 

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

 

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

 

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

 

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

 

 

 

 

The Company records a contingent consideration
liability relating to stock price guarantees included in its acquisition and consulting agreements. The estimated fair value of the contingent
consideration is recorded using a significant observable measure and is therefore classified as a Level 2 financial instrument.

 

The fair value of the contingent consideration
liability related to the Company’s business combinations is valued based on a forward contract and the guaranteed equity value at
settlement as defined in the acquisition agreement. The fair value of the contingent consideration is then calculated based on the guaranteed
equity value at settlement as defined in the acquisition agreement.

(See “Note 14 Commitments and Contingencies”).

 

(g)

Convertible Instruments

 

The Company evaluates and accounts for conversion
options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”).

 

Applicable U.S. GAAP requires companies to bifurcate
conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain
criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument
are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies
both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted
accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms
as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible instruments
(when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows.
The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in shares based upon the
differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion
price embedded in the shares.

 

(h)

Accounts Receivable

 

Accounts Receivable are derived from products
and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a
customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection
issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote. As of March 31, 2023 and June 30, 2022, the Company recorded a bad
debt allowance of $223,062 and $119,791, respectively.

 

Pala and Empower have a standardized approach
to estimate the amount of consideration that we are entitled to for its COVID-19 testing revenue, including the impact of contractual
allowances (including payer denials), and patient price concessions. Collection and payer reimbursement is based on industry standards
and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the
current period as changes in estimates. Further adjustments to the allowances, based on actual receipts, may be recorded upon settlement.

 

(i)

Inventory

 

Inventory is recorded at the lower of cost or
net realizable value on a first-in first-out basis. As of March 31, 2023 and June 30, 2022, inventory is comprised of raw materials purchased
from suppliers, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete
or unsaleable inventory equal to the difference between the cost of inventory and the estimated selling price in the ordinary course of
business, less estimated costs to sell.

  

 

 

 

 

(j)

Property and Equipment

 

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

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

 

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

 

(k)

Business Combinations and Acquisitions

 

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

 

(l)

Impairment of Long-Lived Assets

 

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

 

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

 

The annual goodwill impairment test allows
for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on one or all reporting
units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative
impairment tests. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely
than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates
any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the
carrying amount of goodwill. As of June 30, 2022, there were quantitative factors that indicated goodwill was impaired in the amount
of $218,308.
During the third quarter ended March 31, 2023, the Company performed a qualitative assessment of its reporting units
to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As
part of that evaluation, the Company considered the relevant events and circumstances including macroeconomic conditions, industry
and market consideration, cost factors and relevant entity specific conditions. As a result of the qualitative goodwill impairment
assessment performed, the Company did not
recognize any goodwill impairment charges.

 

 

 

 

An intangible asset is an identifiable non-monetary
asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal
rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software, licenses, trademarks,
patents, films, and copyrights. The Company’s intangible assets are finite lived assets and are amortized on a straight-line basis
over the estimated useful lives of the assets.

 

(m) Revenue Recognition

 

The Company adopted ASU 2014-09, Revenue
from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019.
The Company determines revenue recognition through the following steps:

 

	–	Identification of a contract with a customer;
	–	Identification of the performance obligations in the contract;
	–	Determination of the transaction price;
	–	Allocation of the transaction price to the performance obligations in the contract; and
	–	Recognition of revenue when or as the performance obligations are satisfied.

 

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

 

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

  

The Company estimates warranty claims reserves
based on historical results and research and determined that a warranty reserve was not necessary as of March 31, 2023, or 2022.

  

 

 

 

Net revenues from COVID-19 testing accounted for
over 29% of the Company’s total net revenues for the nine months ended March 31, 2022, and primarily comprised of a high volume
of relatively low-dollar transactions. Pala and Empower, which provide clinical testing services and other services, satisfies its performance
obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have
been rendered. Pala and Empower do not invoice the patients themselves for testing but rely on healthcare insurers and government payers
for reimbursement for COVID-19 testing. Pala has a standardized approach to estimate the amount of consideration that we expect to be
entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions. We regularly assess
the state of our billing operations to identify issues which may impact the collectability of receivables or revenue estimates. We believe
that the collectability of our receivables is directly linked to the quality of our billing processes, most notably those related to obtaining
the correct information to bill effectively for the services we provide. As such, we strive to implement “best practices”
and work with our third-party billing company to reduce the number of requisitions that we receive from healthcare providers with missing
or incorrect billing information. We believe that our collection and revenue estimation processes, along with our close monitoring of
our billing operations, help to reduce the risk associated with material adjustments to reserve estimates. However, changes to our estimate
of the impact of contractual allowances (including payer denials) and patient price concessions could have a material impact on our results
of operations and financial condition in the period that the estimates are adjusted. Adjustments to our estimated contractual allowances
and implicit patient price concessions are recorded in the current period as changes in estimates. Further adjustments to the allowances,
based on actual receipts, may be recorded upon settlement.

 

DES recognizes revenue on energy savings contracts
where it provides design, engineering and equipment upgrades to obtain energy savings through Environmental, Social, and Governance (“ESG”)
targets. Up to and upon completion of an energy savings project, DES calculates the monthly energy savings based on prior and current
energy consumption totals. The monthly energy savings total is split between the customer and DES where DES recognizes revenue on a certain
negotiated percentage of the total savings. Upon completion of an energy savings contract, the customer will then retain 100% of such
energy savings. DES records revenue as it provides additional management, consulting, and other services as they are incurred.

 

DES records a sales-type lease where the Company
is the lessor. The Company records its investment in the plant and equipment, used to upgrade a customer’s real property, leased
to franchisees on a net basis, which is comprised of the present value of fixed lease payments not yet received over the course of the
energy savings agreements. The current and long-term portions of our net investment in sales-type leases are included in “Accounts
Receivable, net – related parties” and “Long-term receivables – related parties” respectively. Unearned
income is recognized as interest income over the lease term. Sales-type leases result in the recognition of gain or loss at the commencement
of the lease, which is recorded to “Revenues – related party.”

 

DepTec and Bothof recognize revenues using a cost-based
input method, by which we use actual costs incurred relative to the total estimated contract costs to determine, as a percentage, progress
toward contract completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

 

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

 

Disaggregation of Revenue

 

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

Schedule of disaggregated revenue
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2023				2022				2023				2022
Product sales – third parties		$	2,878,093			$	1,627,647			$	5,390,857			$	1,788,938
Product sales – related party			1,336				19,324				75,335				49,208
Service revenue – third parties			6,412,712				3,945,179				12,676,075				13,741,381
Service revenue – related party			182,552				–				843,313				62,240
Total revenue		$	9,474,693			$	5,592,150			$	18,985,580			$	15,641,767

 

 

 

 

Accounts Receivable and Deferred Revenue

 

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

Schedule of receivables and contract liabilities
		March 31,				June 30,
		2023				2022
Accounts receivable, net		$	8,218,196			$	6,406,555
Accounts receivable, net – related parties			127,951				41,603
Long-term receivables			41,716				42,395
Long-term receivables – related parties			1,182,893				1,209,103
Deferred revenue			1,972,516				720,923

 

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

 

(n)

Cost of Revenue

 

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

Schedule of cost of revenue
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2023				2022				2023				2022
Product sales		$	1,617,124			$	796,148			$	3,320,438			$	1,386,244
Service revenue			4,995,556				977,482				8,603,702				3,648,064
Total cost of revenue		$	6,612,680			$	1,773,630			$	11,924,140			$	5,034,308

 

 

(o)

Advertising

 

Advertising costs are expensed as incurred. During
the nine months ended March 31, 2023 and 2022, advertising expenses were approximately $275,846 and $366,551, respectively. During the
three months ended March 31, 2023, and 2022, advertising expenses were approximately $74,846 and $138,551, respectively.

  

(p)

Stock-based Compensation

 

The Company records stock-based compensation in
accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or
services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
During the three months ended March 31, 2023, and 2022, stock-based compensation expense was $815,454 and $362,532, respectively. During
the nine months ended March 31, 2023 and 2022, stock-based compensation expense was $2,184,692 and $2,145,626, respectively.

 

 

 

 

 

(q)

Foreign Currency Translation

 

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

 

(r)

Comprehensive Loss

 

ASC 220, Comprehensive Income, establishes
standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During
the three and nine months ended March 31, 2023, the Company’s only component of comprehensive income was foreign currency translation
adjustments.

 

(s)

Non-controlling Interests

 

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

 

As of March 31, 2023, non-controlling interests
pertained to the Company’s Prakat and Pala subsidiaries.

 

(t)

Basic and Diluted Net Loss per Share

 

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

  

The weighted average number of common stock equivalents
related to convertible notes payable of 0 and 58,042,294 shares, and cashless warrants of 0 and 15,786,829, was not included in diluted
loss per share, because the effects are antidilutive, for the nine months ended March 31, 2023 and 2022, respectively.

 

There were no adjustments to the numerator during
the three and nine months ended March 31, 2023 and 2022, respectively.

 

 

 

 

 

(u)

Income Taxes

 

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

 

(v)

Recent Accounting Pronouncements

 

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

 

(w)

Contingent Consideration

 

The Company estimates and records the acquisition date fair value of
contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates
changes in the fair value of contingent consideration and recognizes any change in fair in the consolidated statement of operations. The
estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount
rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially
change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial
results. The contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions
set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are
relieved and offset by increases to common stock and additional paid in capital in the stockholders’ deficit section of the Company’s
consolidated balance sheets. The contingent consideration decreased by $103,467 to a balance of $4,767,333 during the nine months ended
March 31, 2023.

 

3.	Investment in Pala Diagnostics

 

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

 

We determined that Pala is a Variable Interest
Entity (VIE), We believe that the Company has the power to direct the activities that most significantly impact the economic performance
of Pala, and accordingly, Dalrada is considered the primary beneficiary of the VIE. The Company has consolidated the activities of the
VIE.

 

Pursuant to the partnership agreement, Dalrada
contributed equity in the amount of $500,000 for operating capital and Vivera contributed property and equipment at a fair value of $111,185.
This amount was included in non-controlling interest equity balance in the consolidated balance sheets. 

 

Pursuant to the JV agreement, Dalrada issued 250,000
shares of common stock to Vivera in October 2021. The fair value of $58,560 was recorded to goodwill as of March 31, 2023.

 

In December 2021, Dalrada Health filed suit against
Vivera and Paul Edalat, Vivera’s Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of
$2,104,509, accounted for as an unauthorized distribution. In addition to filing a cross-complaint against Dalrada Health Products, Vivera
filed a separate complaint against Dalrada Financial Corporation, Empower Genomics (a subsidiary of Dalrada Financial Corporation), Dalrada
Financial Corporation’s officers, and other unrelated parties. See Note 14 for legal proceedings.

 

 

 

 

 

4.	Business Combinations and Asset Acquisition

 

Bothof Brothers Construction Inc.
(“Bothof”)

 

On October 17, 2022, the Company acquired
100% of the common stock of Bothof. The Company assumed the net liabilities of the Bothof in exchange for the employment services of the
selling shareholder. All considerations in the transaction requires the continued employment of the selling shareholder and thus is not
consideration transferred under ASC 805.

 

The Company entered into a 36-month
employment agreement with the selling shareholder for $30,000 monthly and additionally issued 3,000,000 cashless warrants, at a strike
price of $0.15 per share, to equal $450,000, which shall vest quarterly over a period of 24 months (the “Warrant Consideration”).

 

If at the end of the 24-month warrant
distribution period, beginning on the effective date of October 17, 2022 (the “Distribution Period”), the value of cashless
warrants does not equate to $6,000,000 (the “Target Amount”) in value, then the Company shall issue additional cashless warrants
equal to the shortfall between the value of the Warrants Consideration and the Target Amount (the “Valuation Shortfall”).

 

The following
is a summary of the value of the Warrant Consideration to the selling shareholder. The Company records the value on a straight-line basis
over the vesting period of 24-months: 

Schedule of warrant consideration
Warrant Consideration		$	3,482,550

 

The Warrant Consideration is contingent
on the selling shareholder’s continued employment with the Company; therefore, it is treated as stock-based compensation expense
and recognized ratably over a 24-month period.

 

The Company acquired Bothof to facilitate
the work of and expand the Dalrada Energy Services segment. Bothof’s selling shareholder holds certain licenses, construction/engineering
design expertise and management skills which will leverage synergies with Dalrada Energy Services.

 

The Bothof transaction was accounted
for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC
805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject
to change as we perform additional reviews of our assumptions utilized and expect to finalize any changes to the purchase price allocation
prior to filing the fiscal year 2023 year ending June 30, 2023.

 

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

Schedule of purchase price consideration
		Preliminary Purchase Price Allocation
Cash and cash equivalents		$	70,979
Other receivables			27,289
Right of use asset, net			18,618
Property and equipment, net			17,179
Trade name			6,776
Accounts payable			(24,165	)
Accrued liabilities			(18,807	)
Deferred revenue			(60,000	)
Right of use liability			(18,618	)
Notes payable, current portion			(19,251	)
Purchase price consideration		$	–

 

 

 

 

Trade name is amortized on a straight-line
basis over one month. The fair value estimate of the trade name for the purchase price allocation was based on an analysis of the present
value of future cash flows and relief from royalty method.

 

Dalrada Technology LTD EU (“DTL”)

 

On March 1, 2023 the Company acquired
100% of the common stock of DTL in an asset acquisition. In consideration for the asset acquisition, the Company issued 1,000,000 cashless
warrants, at a strike price of $0.10 per share, which shall vest quarterly over 36 months.

 

The following
is a summary of the value of the Warrant Consideration to the selling shareholder. The value was calculated using the Black-Scholes model.
The Company recorded a liability for the warrants at the acquisition date as the warrants are not contingent on employment of the sellers: 

Schedule of warrant consideration
Warrant Consideration		$	68,975

 

The Company acquired DTL as a holding
company for its European operations, including Likido Ltd. and DepTec. DTL will also be u tilized to pursue certain European grants
and other governmental funding opportunities. The two sellers of DTL are related parties to the Chairman and CEO of the Company.

 

The DTL transaction was accounted for
as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC
805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject
to change as we perform additional reviews of our assumptions utilized and expect to finalize any changes to the purchase price allocation
prior to filing the fiscal year 2023 year ending June 30, 2023.

 

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

Schedule of purchase price consideration
		Preliminary Purchase Price Allocation
Cash and cash equivalents		$	9,108
Deposits			13,536
Prepaids			24,666
Furniture and Fixtures			64,533
Trade name			206,336
Loan Payable			(249,204	)
Purchase price consideration		$	68,975

 

Trade name is amortized on a straight-line
basis over two years.

 

 

 

 

 

5.	Selected Balance Sheet Elements

 

Inventories

 

Inventories
consisted of the following as of March 31, 2023 and June 30, 2022: 

Schedule of inventory
		March 31,				June 30,
		2023				2022
Raw materials		$	1,193,509			$	399,706
Finished goods			1,127,807				1,224,915
Inventory, Net		$	2,321,316			$	1,624,621

 

Property and Equipment, Net

 

Property
and equipment, net consisted of the following as of March 31, 2023 and June 30, 2022:  

Schedule of property and equipment
		March 31,				June 30,
		2023				2022
Machinery and equipment		$	1,474,850			$	740,147
Leasehold improvements			303,922				314,642
Computer and office equipment			429,027				518,017
			2,207,799				1,572,806
Less: Accumulated depreciation			(803,909	)			(496,394	)
		$	1,403,890			$	1,076,412

 

Depreciation expense of $265,749 and
$103,566 for the nine months ended, and $94,331 and $9,313 for the three months ended, March 31, 2023, and 2022, respectively, were included
in selling, general and administrative expenses in the statements of operations.

 

Intangible Assets, Net

 

Intangible
assets, net consisted of the following as of March 31, 2023 and June 30, 2022:  

Schedule of Intangible assets, net
																		Developed
																		technology,
		Curriculum								Customer								software,
		development				Licenses				relationships				Trademarks				and other				Totals
Balance: June 30, 2022		$	693,385			$	1,064,000			$	1,230,159			$	348,100			$	335,021			$	3,670,665
Additions			–				–				–				206,336				448,218				654,554
Balance: March 31, 2023			693,385				1,064,000				1,230,159				554,436				783,239				4,325,219
Less: Accumulated amortization
Balance: June 30, 2022			(102,891	)			(4,260	)			(30,754	)			(380	)			(7,492	)			(145,777	)
Additions			(52,004	)			(38,340	)			(92,262	)			(45,375	)			(30,965	)			(258,946	)
Balance: March 31, 2023			(154,895	)			(42,600	)			(123,016	)			(45,755	)			(38,457	)			(404,723	)
Net book value: March 31, 2023		$	538,490			$	1,021,400			$	1,107,143			$	508,681			$	744,782			$	3,920,496

 

 

 

 

																		Developed
																		technology,
		Curriculum								Customer								software,
		development				Licenses				relationships				Trademarks				and other				Totals
Balance: June 30, 2021		$	693,385			$	–			$	–			$	–			$	–			$	693,385
Additions			–				1,064,000				1,230,159				348,100				335,021				2,977,280
Balance: June 30, 2022			693,385				1,064,000				1,230,159				348,100				335,021				3,670,665
Less: Accumulated amortization
Balance: June 30, 2021			(28,891	)			–				–				–				–				(28,891	)
Additions			(74,000	)			(4,260	)			(30,754	)			(380	)			(7,492	)			(116,886	)
Balance: June 30, 2022			(102,891	)			(4,260	)			(30,754	)			(380	)			(7,492	)			(145,777	)
Net book value: June 30, 2022		$	590,494			$	1,059,740			$	1,199,405			$	347,720			$	327,529			$	3,524,888

 

 

Amortization expense of $264,428 and
$155,570 for the nine months ended, and $87,334 and $120,131 for the three months ended, March 31, 2023, and 2022, respectively, were
included in selling, general and administrative expenses in the statements of operations. The Company’s intangible assets are subject
to amortization and are amortized over the straight-line methods over their estimated period of benefit. 

 

6.	Accrued Payroll Taxes

 

As of March 31, 2023, and June 30, 2022,
the Company had $0 and $2,055,736, respectively, of accrued payroll taxes, penalties and interest relating to calendar years 2004 – 2007.
The total balance for accrued payroll taxes has accumulated on a quarterly basis beginning on their respective quarterly filing dates.
Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. The quarterly sub-totals that made up the balance
had a calculated expiration date of 10 years according to the Internal Revenue Service statute of limitations. As the tax periods surpassed
their estimated expiration date, the Company removed the liability from the condensed consolidated balance sheets, and an equivalent amount
is recognized as “Gain on expiration of accrued payroll taxes” within other income on the condensed consolidated statements
of operations.

 

7.

Debt

 

Notes Payable – Related Parties

 

The following
is a summary of notes payable – related parties on March 31, 2023 and June 30, 2022: 

Schedule of notes payable, related parties
		March 31, 2023
		Outstanding				Accrued
		Principal				Interest
Related entity 1		$	14,469,964			$	386,225
Related entity 2			10,927,934				347,095
Related entity 3			652,387				24,382
Related entity 4			2,852,875				193,628
Related entity 5			772,081				13,699
Related entity 6			226,329				2,982
		$	29,901,570			$	968,011

 

 

 

 

 

		June 30, 2022
		Outstanding				Accrued
		Principal				Interest
Related entity 1		$	8,261,310			$	120,050
Related entity 2			8,213,976				106,951
Related entity 3			453,052				11,072
Related entity 4			1,512,924				123,996
Related entity 5			366,800				786
		$	18,808,062			$	362,855

 

The following
is a summary of current and long-term notes payable – related parties as of March 31, 2023 and June 30, 2022: 

Schedule of long-term notes payable – related parties
		March 31, 2023
		Current				Long-Term
		Portion				Portion				Total
Related entity 1		$	7,599,025			$	6,870,939			$	14,469,964
Related entity 2			5,208,540				5,719,394				10,927,934
Related entity 3			547,387				105,000				652,387
Related entity 4			2,481,389				371,486				2,852,875
Related entity 5			664,006				108,075				772,081
Related entity 6			226,329				–				226,329
		$	16,726,676			$	13,174,894			$	29,901,570

 

 

		June 30, 2022
		Current				Long-Term
		Portion				Portion				Total
Related entity 1		$	3,737,197			$	4,524,113			$	8,261,310
Related entity 2			3,206,154				5,007,822				8,213,976
Related entity 3			446,302				6,750				453,052
Related entity 4			1,512,924				–				1,512,924
Related entity 5			366,800				–				366,800
		$	9,269,377			$	9,538,685			$	18,808,062

 

All notes dated December 31, 2022 and
prior are unsecured, bear interest at 3% per annum, and are due 360 days from the date of issuance, ranging from June 25, 2020, to December
30, 2022. All notes dated after December 31, 2022 are unsecured, bear interest at 8% per annum, and are due 1095 days from the date of
issuance. Each entity has significant influence or common ownership with the Company’s Chief Executive Officer. Several of these
notes are in default. The Company has not received any notices of default or demands for payment. All notes are unsecured and those which
are past-due are due on demand. As of March 31, 2023, and June 30, 2022, total accrued interest for Notes Payable-Related Parties was
$968,011 and $362,855, respectively. The Company recorded interest expense from Notes Payable-Related Party for the nine months ending
March 31, 2023, and 2022 of $605,156 and $173,007, respectively.

 

 

 

 

In September 2021, the Company converted
$4,428,589 in principal and $102,054 in accrued interest into 6,937 shares of Series G convertible preferred stock. As of December 31,
2022, the remaining outstanding amounts of the related party notes payable were extended through September 30, 2026.

 

Related entity 6 carries an annual interest
rate of 30% and is collateralized by the accounts receivable of Watson Rx. Related entity 4 has multiple loans which include interest
rates at 3%, 8% and 10% and are not collateralized.

 

Notes Payable

 

Pacific Stem and IHG’s EIDL loans,
dated June 7, 2020 and May 10, 2020, respectively, include a 3.75% interest rate for up to 30 years; the payments are deferred for the
first two years (during which interest will accrue), and payments of principal and interest are made over the remaining 28 years. The
EIDL loan has no penalty for prepayment. The EIDL loans attach collateral which includes the following property that EIDL borrower owns
or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including,
but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel
paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables
and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles
and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security
interest the EIDL borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the collateral,
all products, proceeds and collections thereof and all records and data relating thereto. The EIDL loans are technically in default because
of a change in ownership without SBA’s prior written consent. The Company has contacted the Small Business Administration regarding
the transfer of ownership and has not yet finalized the transfer of ownership.

 

Likido’s COVID-19 Government Loan
includes a 2.5% interest rate for up to six years; the payments are deferred for the first year (during which interest will accrue).

 

Watson’s outstanding loans include
an interest rate of 5% with a maturity date of April 29, 2025. The outstanding loans are collateralized by personal property and include
monthly payments in the amount of $3,320 with a balloon payment at the maturity date in the amount of $466,460. Watson’s Letter
of Credit includes an interest rate of Prime + 1% and a maturity date of May 5, 2021.

 

Convertible Notes

 

On February 4, 2022, the Company entered
into a securities purchase agreement (“SPA”) with YA II PN, Ltd. (the “Buyer”) for issuance and sale of convertible
debentures (the “Debentures”) in the aggregate principal amount of $3,000,000, including net proceeds received of $2,880,000
from February to March 2022.

 

The Debentures had a fixed conversion
price of $0.9151 per share (the “Fixed Conversion Price”). The principal and interest, which accrued at a rate of 5% per annum,
payable under the Debentures matures 15 months from the issuance date (the “Maturity Date”), unless earlier converted or redeemed
by the Company. At any time before the Maturity Date, the Buyer had the option to convert the Debentures into the Company’s common
stock at the Fixed Conversion Price. Beginning on May 1, 2023, and continuing on the first day of each calendar month thereafter through
February 1, 2023, the Principal amount plus a 20% redemption premium and plus accrued and unpaid interest was subject to monthly redemption
(“Monthly Redemption”). Under Monthly Redemption, the Company redeemed an applicable redemption amount in accordance with
the redemption schedule provided in the Debenture, which is subject to pro rata adjustment to reflect the conversion or redemption otherwise
effected pursuant to the Debenture contemporaneous with or prior to the scheduled redemption date, in cash, in common stock through the
Buyer’s conversion of the Debenture (at any time after the applicable redemption date), or a combination of both at the Company’s
option. With respect to each Monthly Redemption, all or partially in common stock, the conversion price shall be the lower of (1) the
Fixed Conversion Price, or (2) 100% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the date of
conversion (the “Variable Conversion Price”). The conversion price was adjusted from time to time pursuant to the other terms
and conditions of the Debenture. At no point could the conversion price be less than $0.01.

 

 

 

 

The Company, in its sole discretion,
had the option to redeem in cash amounts owed under the Debentures prior to the Maturity Date by providing the Buyer with advance written
notice at least 10 trading days prior to such redemption, provided that the Shares are trading below the Fixed Conversion Price at the
time of the redemption notice. The Company had to pay a redemption premium equal to 20% (the “Redemption Premium”) of the
principal amount being redeemed.

 

In connection with the Debenture, the
Company issued to the Buyer warrants equal to 30% coverage exercisable at a strike price equal to the Fixed Conversion Price determined
at the date of the initial closing, or a total of 983,499 warrants to purchase common stock. The Warrants shall be exercisable for four
years and shall be exercised on a cash basis provided the Company is not in default and the shares underlying the Warrant are subject
to an effective registration statement at the time of the Investor’s exercise. There is a cashless provision.

 

The Company
analyzed the conversion feature of the warrants and determined they did not need to be bifurcated under ASC 815. Based on adoption of
ASU-2020-06, the debt will be accounted for as traditional convertible debt with no portion of the proceeds attributed to the conversion
feature. The warrants issued with the debt will be accounted for as a debt discount and will be amortized as interest expense over the
life of the note. The warrants were valued using the Monte Carlo model and the Company recognized $1,427,495
as a debt discount. Key variables used in the valuation are as follows:  

Schedule of key variables
Volatility	Risk Free Rate	Stock Price	Term Remaining (Yrs)
225.50%	1.16%	$0.59	3.50

 

In connection with the Debenture, the
Company incurred $120,000 in issuance costs. Furthermore, the Company issued 192,000 shares of common stock to the Buyer and broker at
a fair value of $115,200. Both the issuance costs and fair value of common stock were recorded as a debt discount.

 

The total debt discounts related to
the convertible notes were $1,659,442 and amortized using an effective interest method over a twelve-month period. During the quarter
ended March 31, 2023, the Company amortized $115,888 of debt discount and incurred interest expense of $1,550.

 

The total redemption premiums related
to the convertible notes were $600,000 and amortized using an effective interest method over a 10-month period, starting in May 2022.
During the quarter ended March 31, 2023, the Company paid redemption premiums of $120,000 in cash.

 

During the quarter ended March 31, 2023,
the Company redeemed $600,000 of the Debentures in cash.

 

The net balance of the convertible note was $0
and $1,495,528 as of March 31, 2023 and June 30, 2022, respectively 

 

8.	Convertible Note Payable – Related Parties

 

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

 

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

 

 

 

 

 

9.	Related Party Transactions

 

During the three and nine months ended
March 31, 2023, the Company received cash funding or expenses paid on behalf of the Company from related parties totaling $4,993,838 and
$9,252,846 respectively. The expenses paid on their behalf primarily relate to operational expenditure and payroll. In most cases, promissory
notes were created on a quarterly basis totaling the amounts referenced above. The remaining amounts are included within accounts payable
– related parties for which the related parties expect repayment. The above-referenced expenses relate to three corporations that
the Company has classified as related parties. These corporations are all owned and/or operated by an individual who has a familial relationship
with the Company’s CEO.

 

During the three and nine months ended
March 31, 2023, the Company incurred expenses for services provided by related parties totaling $1,151,006 and $2,255,962 respectively.
Services provided to the Company include management services, payroll processing services, rent and chartered flight services. The corporations
are either owned and/or operated by a relative of the Company’s CEO, is a corporation in which the Company’s CEO can exercise
control or is an individual who has a familial relationship with the Company’s CEO.

 

During the three and nine months ended
March 31, 2023, the Company incurred $17,831 and $1,087,125 respectively in services performed by non-employee board members.

 

As of March 31, 2023, amounts included
within accounts payable and accrued liabilities – related parties for related party expenses was $1,792,753.

 

The following
is a summary of revenues recorded by the Companies to related parties with common ownership:  

Summary of revenues
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2023				2022				2023				2022
Dalrada Health		$	1,336			$	19,324			$	75,335			$	49,208
Solas			–				–				–				56,240
Dalrada Energy Services			11,379				–				40,871				–
Prakat			15,000				–				20,000				6,000
Bothof Brothers			156,173				–				782,442				–
		$	183,888			$	19,324			$	918,648			$	111,448

 

See Notes 6,7,8, 9,10,11, and 12 for
additional related party transactions.

 

10.	Preferred Stock

 

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

 

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

 

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

 

 

 

 

 

11.	Stockholders’ Equity

 

Common Stock Transactions – Fiscal
2022

  

In August 2021, December 2021, March
2022, and May 2022, the Company issued 87,500 shares of common stock related to the acquisition of Pacific Stem Business.

 

In October 2021, December 2021, March
2022, and May 2022, the Company issued 125,000 shares of common stock related to the acquisition of International Health Group.

 

In September 2021, the Company repurchased
329,478 shares of common stock from a Company employee for a total fair value of $14,827, or $0.045 per share.

 

In September 2021, the Company issued
2,000,000 shares to the board of directors pursuant to the 2020 stock compensation plan. The 2,000,000 shares of common stock were granted
on July 19, 2021, at $0.28 per share for a total fair value of $560,000.

 

In October 2021, the Company issued
250,000 shares to Vivera pursuant to the Pala agreement. See “Note 3. Investment in Pala Diagnostics” for additional information
related to the issuance of stock related to the Pala Diagnostics joint venture.

 

In December 2021, the Company issued
500,000 shares of common stock pursuant to a consulting agreement for health care management services. The 500,000 shares of common stock
were granted on December 20, 2021, at $0.76 per share for a total fair value of $380,000.

 

In December 2021, the Company cancelled
6,500,000 common shares issues to its directors and returned them to treasury. 6,500,000 cashless warrants were issued to the Directors
and the advisor in place of the common shares that were cancelled. See “Note 12. Stock-Based Compensation” for additional
information related to the issuance of the warrants.

 

In March 2022, the Company issued 192,000
shares of common stock pursuant to a consulting agreement for a total fair value of $115,200.

 

In June 2022, the Company issued 164,659
shares of common stock pursuant to the conversion of $68,630 of convertible debt and its related premium and interest expense.

 

In June 2022, the Company issued 208,777
shares of common stock pursuant to the conversion of $65,034 of convertible debt and its related premium and interest expense.

 

In June 2022, the Company issued 500,000 shares
of common stock related to the acquisition of Watson.  

 

Common Stock Transactions – Fiscal
2023

 

In July, November, December and March,
the Company issued a total of 1,666,665 shares of common stock related to the acquisition of DepTec (SSCa).

 

In July 2022, the Company issued 500,000
common stock shares pursuant to a consulting agreement for management services.

 

In September 2022, December 2022 and
March 2023, the Company issued a total of 375,000 shares of common stock related to the acquisition of Watson.

 

 

 

 

In September 2022, December 2022, and
March 2023, the Company issued a total of 375,000 shares of common stock related to the acquisition of International Health Group. 

 

In September and December 2022, the
Company issued a total of 175,000 shares of common stock related to the acquisition of Pacific Stem Business. 

 

During the nine months ended March 31,
2023, the Company issued 10,974,521 shares of common stock pursuant to the conversion of $1,475,608 of convertible debt and its related
premium and interest expense.

 

12.	Stock-Based Compensation

 

Dalrada Financial Corp 2020 Stock Compensation
Plan

 

On July 9, 2020, the Board authorized
the Dalrada Financial Corp 2020 Stock Compensation Plan to be used to compensate the company board of directors. The plan allocates the
issuance of up to 3,500,000 shares. On February 25, 2021, the Company amended the plan to issue up to 4,500,000 shares and issued an aggregate
of 4,500,000 common shares, or 500,000 shares to each board member (9). 3,500,000 shares of common stock were granted on July 9, 2020,
at $0.08 per share and 1,000,000 shares of common stock were granted on February 25, 2021, at $0.45 per share, for a total fair value
of $730,000, which is included in the consolidated statements of operations.

 

On May 10, 2021, the Company granted
1,000,000 options to purchase common stock to its Chief Financial Officer with an exercise price of $0.47 per share. The options expire
in ten years after issuance. The fair value of the options granted was $0.43 per share, or $430,027 which was calculated using the Black-Scholes
model.

 

On November 10, 2021, the Company cancelled
6,500,000 shares issued to the Board of Directors and issued 6,500,000 cashless warrants. 4,500,000 cashless warrants were to vest immediately,
and 2,000,000 cashless warrants were to vest over a 12-month period. All cashless warrants carry a $0.45 exercise price and a ten-year
term. The Company recorded stock-based compensation related to the 6,500,000 shares in prior periods. The issuance of the warrants was
treated as a modification and, as a result of the value of the stock-based compensation of the shares cancelled being greater than the
stock-based compensation related to the cashless warrants issued, no additional stock-based compensation expense was recorded for the
year ended June 30, 2022.

 

On November 30, 2021, the Company issued
2,275,000 cashless warrants to employees and consultants for services performed. 825,000 cashless warrants vested immediately and 1,450,000
cashless warrants vests over a 36-month period. The cashless warrants include an exercise price of $0.45 per share. The cashless warrants
expire in ten years after issuance. The fair value of the cashless warrants granted was $0.73 per share, or $1,651,093 which was calculated
using the Black-Scholes model.

 

On February 16, 2022, the Company issued
2,250,000 cashless warrants to new members of the Board of Directors. The cashless warrants vest over a 12-month period and hold an exercise
price of $0.45 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was
$0.59 per share, or $1,338,644 which was calculated using the Black-Scholes model.

 

On August 11, 2022, the Company issued
2,200,000 cashless warrants to new members of the Board of Directors and Advisors. 1,500,000 cashless warrants vest over a 12-month period
and hold an exercise price of $0.45 per share. 450,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.41
per share. 250,000 cashless warrants vest over a 12-month period beginning April 8, 2023 and hold an exercise price of $0.45 per share.
The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.18 per share, or $397,890
which was calculated using the Black-Scholes model. 

 

 

 

 

On October
7, 2022, the Company issued 3,000,000
cashless warrants to the selling shareholder of Bothof in connection with acquisition of Bothof. The warrants vest over a 24-month
period and hold an exercise price of $0.15
per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $1.26
per share, or $3,482,550
which was calculated using the Fair Value method. The cashless warrants are contingent on the selling shareholder’s continued
employment with the Company; therefore, it is treated as stock-based compensation expense and recognized ratably over a 24-month period. 

Schedule of warrants outstanding
		Common Stock Warrants				Weighted Average Exercise Price
Outstanding – June 30, 2021			1,000,000			$	–
Granted			11,025,004				0.45
Exercised			–				–
Forfeited			–				–
Outstanding – June 30, 2022			12,025,004			$	–
Granted			5,200,000				0.27
Exercised			–				–
Forfeited			–				–
Outstanding – March 31, 2023			17,225,004			$	0.40
Exercisable – March 31, 2023			12,882,260			$	0.43

  

During the nine months ended March 31,
2023 and 2022, stock-based compensation was $2,184,692 and $2,145,626, respectively. Total unrecognized compensation cost of non-vested
options was $3,521,116 on March 31, 2023, which will be recognized through fiscal year ending June 30, 2025.

 

13.	Segment Reporting

  

Segment
information for the three and nine months ended March 31, 2023, and 2022 is as follows:  

Schedule of segment information
		Three Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	4,792,799			$	2,479,876			$	1,692,136			$	509,882			$	–			$	9,474,693
Income (Loss) from Operations			196,516				(1,020,232	)			(166,798	)			160,016				(2,808,722	)			(3,639,220	)

 

		Three Months Ended March 31, 2022
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	3,834,973			$	–			$	1,032,155			$	655,752			$	69,270			$	5,592,150
Income (Loss) from Operations		$	141,264			$	–			$	(162,401	)		$	130,938			$	(2,749,444	)			(2,639,643	)

 

 

 

 

 

		Nine Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	9,220,417			$	4,232,134			$	3,866,848			$	1,666,181			$	–			$	18,985,580
Income (Loss) from Operations			(764,615	)			(593,057	)			(1,790,160	)			95,654				(8,325,309	)			(11,377,487	)

 

		Nine Months Ended March 31, 2022
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	12,537,273			$	–			$	1,289,454			$	1,745,770			$	69,270			$	15,641,767
Income (Loss) from Operations			4,359,455				–				(1,506,855	)			27,581				(8,275,220	)			(5,395,039	)

 

Geographic Information

 

The following
table presents revenue by country: 

Schedule of revenue by country
		Nine Months Ended
		March 31,
		2023				2022
United States		$	16,157,623			$	13,602,738
Scotland			1,539,371				150,189
India			1,288,586				1,888,840
		$	18,985,580			$	15,641,767

 

The following
table presents inventories by country: 

Schedule of inventories by country
		March 31,				June 30,
		2023				2022
United States		$	1,638,094			$	999,302
Scotland			683,222				625,319
		$	2,321,316			$	1,624,621

 

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

Schedule of property and equipment by country
		March 31,				June 30,
		2023				2022
United States		$	1,106,122			$	815,556
Scotland			288,090				247,283
India			9,678				13,573
		$	1,403,890			$	1,076,412

 

 

 

 

 

14.	Commitments and Contingencies

 

Lease Commitments

 

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

  

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

 

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

 

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

 

Variable lease payments not dependent
on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement
on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s income
statement in the same line item as expense arising from fixed lease payments. As of and during the three months ended March 31, 2023,
management determined that there were no variable lease costs.

 

Right-of-Use
Asset

 

In May 2020, the Company entered into
a five-year lease agreement to lease a commercial building in Escondido, California. The building is owned by a related party. The Company
recognized a right-of-use asset and liability of $1,694,843 and used an effective borrowing rate of 3.0% within the calculation. Imputed
interest is $116,482. The lease agreements mature in April 2025. In July 2022, the Company modified its current lease by entering into
a new five-year lease agreement to lease a commercial building in Escondido, California beginning July 1, 2022. The Company recognized
a right-of-use asset and liability of $2,405,540, an increase of $710,697, and used an effective borrowing rate of 3.0% within the calculation.
Imputed interest is $192,521, an increase of $76,039. The lease agreement matures in June 2027.

 

In May 2020, the Company entered into
three-year lease agreement to lease a warehouse in Brownsville, Texas. The Company recognized a right-of-use asset and liability of $177,124
and used an effective borrowing rate of 3.0% within the calculation. Imputed interest is $8,399. The lease agreements mature in April
2023.

 

 

 

 

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

 

In August 2020, the Company’s
Likido subsidiary entered in a new operating agreement for warehouse space. The lease matured in July 2021. Upon maturity, rent payments
are made on a month-to-month basis.

 

In June 2017, the Company’s IHG
subsidiary entered a lease for 3 separate office suites in San Diego, California. The lease expired in January 2022.

 

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

 

In January 2022, the Company’s
IHG subsidiary entered into a five-year and 5-month lease agreement to lease a medical office space in Chula Vista, California. The Company
recognized a right-of-use asset and liability of $287,345 and used an effective borrowing rate of 3.0% within the calculation.

 

In May 2022, the Company’s IHG
subsidiary entered into a six-year and 3-month lease agreement to lease an office space in San Diego, California. The Company recognized
a right-of-use asset and liability of $916,666 and used an effective borrowing rate of 4.0% within the calculation.

 

In August 2020, the Company’s
DepTec subsidiary entered into a five-year lease agreement to lease office space. The Company recognized a right-of-use asset and liability
of $140,569 and used an effective borrowing rate of 3.0%.

 

In May 2021, the Company’s Watson
subsidiary entered into a three-year lease agreement to lease a building in Florence, Alabama. The Company recognized a right-of-use asset
and liability of $90,827 and used an effective borrowing rate of 3.0%.

 

In July 2022, the Company’s Empower
subsidiary entered into a five-year lease agreement to lease a commercial building in Escondido, California. The building is owned by
a related party. The Company recognized a right-of-use asset and liability of $322,756 and used an effective borrowing rate of 3.0% within
the calculation. Imputed interest is $25,838. The lease agreement matures in June 2027.

 

In October 2022, the Company acquired
Bothof Brothers which had an existing lease to a commercial building in Escondido, California. The building is owned by a related party.
Upon acquisition, the company recognized a right-of-use asset and liability of $33,454 and used an effective borrowing rate of 3.0% within
the calculation. Imputed interest is $2,174. The lease agreement matures in December 2024.

 

In March 2023, the Company acquired
Dalrada Technology Ltd. which had an existing lease to a commercial building in Livingston, Scotland. Upon acquisition, the company recognized
a right-of-use asset and liability of $428,561 and used an effective borrowing rate of 8.0% within the calculation. Imputed interest is
$99,695. The lease agreement matures in October 2027.

 

In March 2023, Genefic entered into
a five-year lease agreement to lease a commercial building in San Diego, California. The Company recognized a right-of-use asset and liability
of $844,242 and used an effective borrowing rate of 8.0% within the calculation. Imputed interest is $185,976. The lease agreement matures
in March 2028.

 

 

 

 

Legal Proceedings

 

Dalrada Health Products (“Dalarada
Health”), formed a joint venture with Vivera Pharmaceuticals, Inc. (“Vivera”), whereby Vivera is the minority member.
As the managing member of the joint venture, Dalrada Health Products, in December 2021, filed suit against Vivera and Paul Edalat, Vivera’s
Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $2,104,509. In addition to filing a cross-complaint
against Dalrada Health Products, Vivera filed a separate complaint against Dalrada Financial Corporation, Empower Genomics (a subsidiary
of Dalrada Financial Corporation), Dalrada Financial Corporation’s officers, and other unrelated parties. The proceedings are being
held at the Superior Court of the State of California, for the County of Orange – Central Justice Center. In March 2023, the presiding
judge ordered the case stayed until a valuation could be completed for Pala Diagnostics (“Pala” the company formed as a result
of the joint venture) in order to allow for a dissolution of the partnership as requested by both parties. Any remaining issues found
to be unresolved through the dissolution process will be addressed once the stay is lifted after dissolution.

 

On January 10, 2023, a resolution was
concluded in the dispute between Likido Ltd. and MAPtech PACKAGING LIMITED (“MAPtech”) whereby Likido shall pay sum of $429,987
in damages, $42,374 in legal costs, and £19,754 as reimbursement for arbitration fees and expenses paid on account by MAPtech. 
Likido Ltd. shall pay interest at a rate of 8% per annum simple on all sums due pursuant to award, beginning 30 days from the date of
the award. The Company has accrued a note payable totaling $509,731 related to the dispute as of March 31, 2023.

 

15.	Subsequent Events

  

On April 4, 2023, 15,002 shares of Series H Preferred
Stock were issued pursuant to the conversion of $4,544,224 in outstanding related party notes and accrued interest. Each share of Series
H Convertible Preferred share converts into 3,029 shares of common stock (equivalent to converting the related equity dollars into common
shares at $0.10 per share). Series H Convertible Preferred shares do not have voting rights.

 

On April 14, 2023, the Company authorized and
issued 26,638,500 cashless warrants to various officers, employees and consultants of the Company.

 

On April 19, 2023, the Company issued 2,000,000
shares of restricted 144 common stock shares pursuant to a consulting agreement.

 

On April 19, 2023, the Company issued 125,000
shares of common stock as part of the consideration for the acquisition of Watson RX Solution, Inc.

 

On April 19, 2023, the Company issued 333,333
shares of common stock as part of the consideration for the acquisition of Deptec. 

 

On April 21, 2023, and May 10, 2023, the Company filed a Form 8-K to
disclose the resignation of 8 Dalrada Financial Corporation Board of Director members.

 

 

 

 

 

Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Dalrada Financial Corporation for the Three and Nine months ended March 31, 2023,
and 2022.

 

The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes to the
Consolidated Financial Statements of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and our Annual Report on
Form 10-K for the year ended June 30, 2022. This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include,
but are not limited to, those identified below and those discussed in Item 1A “Risk Factors” of our Quarterly Report.

 

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

 

Overview

 

Moving the world forward takes bold resolve that
turns ideas into actions and builds real-time solutions that positively impact people and the planet. Dalrada accelerates positive change
for current and future generations by harnessing true potential and developing products and services that become transformative innovations.

 

Dalrada Financial Corporation, (“Dalrada”),
was incorporated in September 1982 under the laws of the State of California. It was reincorporated in May 1983 under the laws of the
State of Delaware and reincorporated again on May 5, 2020, under the laws of the state of Wyoming. Dalrada Financial Corporation trades
under the symbol, OTCQB: DFCO.

 

Since Dalrada’s inception, the Company has
grown its footprint to include the unique business divisions: Genefic, Dalrada Energy Services, Dalrada Precision Manufacturing, and Dalrada
Technologies. Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable,
accessible, and affordable. Dalrada’s global solutions directly address climate change, gaps in the health care industry, and technology
needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us.

 

Our net loss and limited working capital raise
substantial doubt about our ability to continue as a going concern. We incurred a net loss of $4,045,798 and $11,698,139 during the three
and nine months ended March 31, 2023, respectively. We will be required to raise substantial capital to fund our capital expenditures,
working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business
plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved,
we will have sufficient funds to execute our intended business plan or generate positive operational results.

 

 

 

 

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

 

Macroeconomic conditions, including inflation,
rising interest rates and currency fluctuations, have direct and indirect impacts on the Company’s business. The Company believes
these factors have impacted, and could in the future materially impact, the Company’s results of operations and financial condition.

 

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

 

RESULTS OF OPERATIONS

 

Three Months Ended March 31, 2023 and 2022

 

The following table sets forth the results of
our operations for the three months ended March 31, 2023 and 2022:

 

		Three Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	4,792,799			$	2,479,876			$	1,692,136			$	509,882			$	–			$	9,474,693
Income (Loss) from Operations		$	196,516			$	(1,020,232	)		$	(166,798	)		$	160,016			$	(2,808,722	)		$	(3,639,220	)

 

		Three Months Ended March 31, 2022
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	3,834,973			$	–			$	1,032,155			$	655,752			$	69,270			$	5,592,150
Income (Loss) from Operations		$	141,264			$	–			$	(162,401	)		$	130,938			$	(2,749,444	)		$	(2,639,643	)

 

		Increase (Decrease) for the Three Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Techhnologies				Corporate				Consolidated
Revenues		$	957,826			$	2,479,876			$	659,981			$	(145,870	)		$	(69,270	)		$	3,882,543
Income (Loss) from Operations		$	55,252			$	(1,020,232	)		$	(4,397	)		$	29,078			$	(59,278	)		$	(999,577	)

 

 

 

 

Revenues and Cost of Revenues

 

Revenues

 

Genefic:

Revenues for the three months ended March 31,
2023, was $4,792,799 compared with revenue of $3,834,973 during the three months ended March 31, 2022, an increase of $957,826, or 25%.
The increase in revenues was primarily attributable to the increase in activity for both Empower and Watson.

 

Dalrada Energy:

Revenues for the three months ended March 31,
2023, was $2,479,876 which includes revenues related to Bothof Brothers in the amount of $1,294,531. Dalrada Energy was not a revenue
generating segment for the three months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Revenues for the three months ended March 31,
2023, was $1,692,136 compared with revenue of $1,032,155 during the three months ended March 31, 2022, an increase of $659,981, or 64%.
The increase in revenues was primarily attributable to the increased sales of the Dalrada Precision Parts sector, and the sale of Likido
units.

 

Dalrada Technologies:

Revenues for the three months ended March 31,
2023, was $509,882 compared with revenue of $655,752 during the three months ended March 31, 2022, a decrease of $145,870, or 22%. The
decrease in revenue was a result of completing customer contracts while not entering into larger, new contracts.

 

Costs and Expenses

 

Cost of Revenues

 

Genefic:

Cost of Revenues for the three months ended March
31, 2023 was $2,596,376 compared to cost of revenues of $1,109,879 during the three months ended March 31, 2022, an increase of $1,486,497,
or 134%. The increase in cost of revenues was primarily a result of an increase in lower margin services for Empower.

 

Dalrada Energy:

Cost of Revenues for the three months ended March
31, 2023 was $2,918,601; consisting of $1,803,464 for Dalrada Energy Services and $1,115,137 for Bothof Brothers. Dalrada Energy was not
a cost of revenue generating segment for the three months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Cost of Revenues for the three months ended March
31, 2023 was $936,437 compared to cost of revenues of $415,663 during the three months ended March 31, 2022, an increase of $520,774,
or 125%. The increase in cost of revenues was primarily a result of sales growth in the Precision Parts sector.

 

Dalrada Technologies:

Cost of Revenues for the three months ended March
31, 2023 was $161,266 compared to cost of revenues of $248,088 during the three months ended March 31, 2022, a decrease of $86,822, or
35%. The decrease in cost of revenues was primarily a result of the decrease in sales volume for the period.

 

 

 

 

Operating Expenses

 

Genefic:

Operating expenses for the three months ended
March 31, 2023 was $1,999,907 compared to operating expenses of $2,583,829 during the three months ended March 31, 2022, a decrease of
$583,922, or 23%. The decrease in operating expenses was a result Dalrada the recognition of bad debt expense for the three months ended
March 31, 2022.

 

Dalrada Energy:

Operating expenses for the three months ended
March 31, 2023 was $581,507 and consists of $159,741 of legal and professional fees for ongoing projects. Dalrada Energy was not an operating
expense generating segment for the three months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Operating expenses for the three months ended
March 31, 2023 was $922,497 compared to operating expenses of $778,894 during the three months ended March 31, 2022, an increase of $143,603,
or 18%. The increase in operating expenses was a result of segment expansion of Precision Parts and acquisition of DepTec.

 

Dalrada Technologies:

Operating expenses for the three months ended
March 31, 2023 was $188,600 compared to operating expenses of $276,726 during the three months ended March 31, 2022, a decrease of $88,126,
or 32%. The decrease in operating expenses was primarily attributable to the decrease in salaries and wages.

 

Corporate:

Operating expenses for the three months ended
March 31, 2023 was $2,808,722 compared to operating expenses of $2,818,714 during the three months ended March 31, 2022, a decrease of
$9,992. During the three months ended March 31, 2023, the Company recorded stock compensation expense of $815,454 to consultants, employees,
executives, and the Board of Directors, which is included in operating expenses.

 

Other Income (Expense)

 

Other income (expense) consists of penalties and
interest within interest expense on the consolidated statements of operations. Interest expense was $314,319 and $338,677 for the three
months ended March 31, 2023 and 2022, respectively.

 

Net Income (Loss)

 

Net loss for the three months ended March 31,
2023 was $4,045,935 compared to net loss of $3,423,227 for the three months ended March 31, 2022.

 

Nine Months Ended March 31, 2023 and 2022

 

The following table sets forth the results of
our operations for the nine months ended March 31, 2023 and 2022:

 

		Nine Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	9,220,417			$	4,232,134			$	3,866,848			$	1,666,181			$	–			$	18,985,580
Income (Loss) from Operations			(764,615	)			(593,057	)			(1,790,160	)			95,654				(8,325,309	)			(11,377,487	)

 

 

 

 

		Nine Months Ended March 31, 2022
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	12,537,273			$	–			$	1,289,454			$	1,745,770			$	69,270			$	15,641,767
Income (Loss) from Operations			4,359,455				–				(1,506,855	)			27,581				(8,275,220	)			(5,395,039	)

 

		Increase (Decrease) for the Nine Months Ended March 31, 2023
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Techhnologies				Corporate				Consolidated
Revenues		$	(3,316,856	)		$	4,232,134			$	2,577,394			$	(79,589	)		$	(69,270	)		$	3,343,813
Income (Loss) from Operations			(5,124,070	)			(593,057	)			(283,305	)			68,073				(50,089	)			(5,982,448	)

 

Revenues and Cost of Revenues

 

Revenues

Genefic:

Revenues for the nine months ended March 31, 2023,
was $9,220,417 compared with revenue of $12,537,273 during the nine months ended March 31, 2022, a decrease of $3,316,856, or 26%. The
decrease in revenues was primarily attributable to the decrease in demand for Covid diagnostic testing.

 

Dalrada Energy:

Revenues for the nine months ended March 31, 2023,
was $4,232,134 consisting of $2,937,603 of Dalrada Energy Service revenue generated and $1,294,531 of Bothof Brothers revenue generated.Dalrada
Energy was not a revenue generating segment for the nine months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Revenues for the nine months ended March 31, 2023,
was $3,866,848 compared with revenue of $1,289,454 during the nine months ended March 31, 2022, an increase of $2,577,394, or 200%. The
increase in revenues was primarily attributable to the expansion of the Precision Parts and DepTec segment expansions.

 

Dalrada Technologies:

Revenues for the nine months ended March 31, 2023,
was $1,666,181 compared with revenue of $1,745,770 during the nine months ended March 31, 2022, a decrease of $79,589, or 5%. The decrease
in revenue was a result of timing differences in project completion between 2023 and 2022.

 

Backlog

 

Backlog represents revenue we expect to realize
for work completed by our consolidated subsidiaries. Backlog is expressed in terms of gross revenue and, therefore, may include significant
estimated amounts of third party or pass-through costs to subcontractors and other parties. We record revenue as goods are delivered,
services are performed or when energy savings are obtained on certain DES contracts, as described in Note 2. (m), Revenue Recognition,
in the notes to our consolidated financial statements. We calculate backlog without regard to possible project reductions or expansions
or potential cancellations until such changes or cancellations occur. No assurance can be given that we will ultimately realize our full
backlog. Backlog fluctuates due to the timing of when contracts are awarded and contracted and when contract revenue is recognized. Our
backlog by division is presented in the following table:

 

		As of March 31,
		2023								2022
Backlog by division:
Dalrada Energy Services		$	27,784,000				32%			$	–				0%
Dalrada Precision Manufacturing			53,000,000				62%				–				0%
Dalrada Health Products			5,000,000				6%				–				0%
Total backlog		$	85,784,000				100%			$	–				0%

 

 

 

 

Dalrada Energy Services contracts’ backlog
is comprised of management and construction services revenue which occur over a one-year period as well as energy savings revenue which
occurs over a 20-year period. Dalrada Precision Manufacturing and Dalrada Health Products backlog occur over a one-year period.

 

Costs and Expenses

 

Cost of Revenues

 

Genefic:

Cost of Revenues for the nine months ended March
31, 2023, was $4,859,485 compared to cost of revenues of $3,123,915 during the nine months ended March 31, 2022, an increase of $1,735,570,
or 56%. The increase in cost of revenues was primarily a result of a growth in business of Watson, which incurs a higher cost of revenue
than the Covid diagnostic testing that was primarily prevalent for the nine months ended March 31, 2022.

 

Dalrada Energy:

Cost of Revenues for the nine months ended March
31, 2023 was $3,633,781; consisting of $1,811,757 for Dalrada Energy services and $1,822,024 for Bothof Brothers. Dalrada Energy was not
a cost of revenue generating segment for the nine months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Cost of Revenues for the nine months ended March
31, 2023 was $2,441,904 compared to cost of revenues of $894,395 during the nine months ended March 31, 2022, an increase of $1,547,509,
or 173%. The increase in cost of revenues was primarily a result of sales growth in the Precision Parts sector.

 

Dalrada Technologies:

Cost of Revenues for the nine months ended March
31, 2023 was $988,970 compared to cost of revenues of $1,015,998 during the nine months ended March 31, 2022, a decrease of $27,028, or
3%.

 

Operating Expenses.

 

Genefic:

Operating expenses for the nine months ended March
31, 2023 was $5,125,547 compared to operating expenses of $5,053,902 during the nine months ended March 31, 2022, an increase of $71,645,
or 1%. The increase in operating expenses was a result of the acquisition of Watson Rx and reallocating personnel from the Corporate division
to the Genefic division.

 

Dalrada Energy:

Operating expenses for the nine months ended March
31, 2023 was $1,191,410 and consists of $498,785 of legal and professional fees for ongoing projects. Dalrada Energy was not an operating
expense generating segment for the nine months ended March 31, 2022.

 

Dalrada Precision Manufacturing:

Operating expenses for the nine months ended March
31, 2023 was $3,215,104 compared to operating expenses of $1,901,914 during the nine months ended March 31, 2022, an increase of $1,313,190,
or 69%. The increase in operating expenses was a result of acquiring DepTec as well as reallocating personnel from the Corporate division
to the Dalrada Precision Manufacturing division.

 

Dalrada Technologies:

Operating expenses for the nine months ended March
31, 2023 was $581,557 compared to operating expenses of $702,191 during the nine months ended March 31, 2022, a decrease of $120,634,
or 17%. The decrease in operating expenses was primarily attributable to the decrease in salaries and wages.

 

 

 

 

Corporate:

Operating expenses for the nine months ended March
31, 2023 was $8,325,309 compared to operating expenses of $8,344,490 during the nine months ended March 31, 2022, a decrease of 19,181.
During the nine months ended March 31, 2023, the Company recorded stock compensation expense of $2,184,692 to consultants, employees,
executives and the Board of Directors, which is included in operating expenses.

 

Other Income (Expense)

 

Other income (expense) consists of penalties and
interest within interest expense on the consolidated statements of operations. A gain on the expiration of accrued tax liabilities in
the amount of $2,090,978 was recorded for the nine months ended March 31, 2023.

 

Net Income (Loss)

 

Net loss for the nine months ended March 31, 2023
was $11,698,139 compared to net loss of $6,037,391 for the nine months ended March 31, 2022.

 

Liquidity and Capital Resources

 

As of March 31, 2023, the Company had an accumulated
deficit of $133,492,861. The Company continues to incur significant losses and raises substantial doubt regarding the Company’s
ability to continue as a going concern. We anticipate needing additional liquidity during the next twelve months to fund operations, expand
our subsidiaries, expand the growth of the COVID-19 testing segment, continue the commercialization of our Likido heating & cooling
units and growing the Dalrada Energy Services subsidiary. Management is planning to support operations by raising capital, and by accelerating
sales & marketing efforts of high-margin heating & cooling units, precision parts, Dalrada Energy Services, DepTec’s deposition
systems and COVID-19 testing. The continuation of the Company as a going concern is dependent upon the continued financial support from
its management, its ability to obtain the necessary debt or equity financing and generate profitable operations from the Company’s
planned future operations. We will continue to rely on equity sales of our common shares in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional
sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities and there are no plans
to induce conversion of existing debt. There are no assurances that our plans will be successful. These financial statements do not include
any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

 

Our primary sources of liquidity are cash from
operations and cash on hand from related party loans. Our primary requirements for liquidity are to fund our working capital needs, debt
service, operating lease obligations, capital expenditures and general corporate needs.

 

As of March 31, 2023, we maintained a cash and
cash equivalents balance of $1,288,916 with a working capital deficit of $16,112,454. The working capital deficit is primarily due to
the current portion of the related party notes payable.

 

Working Capital

 

As of March 31, 2023, the Company had current
assets of $12,828,968 and current liabilities $28,941,422 compared with current assets of $9,563,566 and current liabilities of $20,416,745
on June 30, 2022. The decrease in the working capital was primarily a result of increased related party loans.

 

 

 

 

Cash Flows

 

		Nine Months Ended
		March 31,
		2023				2022
Net cash used in operating activities		$	(10,074,709	)		$	(7,566,320	)
Net cash used in investing activities			(878,351	)			(647,589	)
Net cash provided by financing activities			11,440,418				8,616,229
Net change in cash during the period, before effects of foreign currency		$	487,358			$	402,320

 

Cash flow from Operating Activities

 

During the nine months ended March 31, 2023, the
Company used $10,074,709 of cash for operating activities compared to $7,566,320 used during the nine months ended March 31, 2022. The
primary increase in the use of cash for operating activities was a result of the reduction in accounts receivable related to the COVID-19
business and the purchase of inventory from the Precision Manufacturing division.

 

Cash flow from Investing Activities

 

During the nine months ended March 31, 2023, the
Company used $878,351 of cash for investing activities compared to $647,589 used during the nine months ended March 31, 2022. The increase
in the use of cash for investing activities was primarily due to the purchase of equipment used primarily for the Dalrada Precision Manufacturing
segment.

 

Cash flow from Financing Activities

 

During the nine months ended March 31, 2023, the
Company received $11,440,418 in cash from financing activities compared to $8,616,229 during the nine months ended March 31, 2022. The
increase was primarily due to the increase in proceeds from related party notes payable.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

  

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

 

 

 

 

Use of Estimates

 

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the
use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission
to complete the project. As of March 31, 2023 there have been no material changes to our critical accounting policies and estimates from
those previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2022.

 

Stock-Based Compensation

 

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

  

Recently Issued Accounting Pronouncements

 

We have reviewed all recently issued, but not
yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
The company will adopt and implement ASU 2016-13 appropriately according to the effective dates that are applicable. This pronouncement
will take effect for the Company beginning July 1, 2023 and the Company will determine at that time if there are material impacts.

 

Contractual Obligations

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures

 

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

  

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

 

 

 

 

Limitations on the Effectiveness of Internal
Controls

 

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

 

Management’s Report on Internal Control over
Financial Reporting 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

ITEM 1.     LEGAL PROCEEDINGS

 

Dalrada Health Products (“Dalarada Health”),
formed a joint venture with Vivera Pharmaceuticals, Inc. (“Vivera”), whereby Vivera is the minority member. As the managing
member of the joint venture, Dalrada Health Products, in December 2021, filed suit against Vivera and Paul Edalat, Vivera’s Chairman
and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $2,104,509. In addition to filing a cross-complaint
against Dalrada Health Products, Vivera filed a separate complaint against Dalrada Financial Corporation, Empower Genomics (a subsidiary
of Dalrada Financial Corporation), Dalrada Financial Corporation’s officers, and other unrelated parties. The proceedings are being
held at the Superior Court of the State of California, for the County of Orange – Central Justice Center. In March 2023, the presiding
judge ordered the case stayed until a valuation could be completed for Pala Diagnostics (“Pala” the company formed as a result
of the joint venture) in order to allow for a dissolution of the partnership as requested by both parties. Any remaining issues found
to be unresolved through the dissolution process will be addressed once the stay is lifted after dissolution.

 

On January 10, 2023, a resolution was concluded
in the dispute between Likido Ltd. and MAPtech PACKAGING LIMITED (“MAPtech”) whereby Likido shall pay sum of $429,987 in damages,
$42,374 in legal costs, and £19,754 as reimbursement for arbitration fees and expenses paid on account by MAPtech.  Likido
Ltd. shall pay interest at a rate of 8% per annum simple on all sums due pursuant to award, beginning 30 days from the date of the award.
The Company has accrued a note payable totaling $509,731 related to the dispute as of March 31, 2023.

 

ITEM 1A.      Risk Factors

 

Not applicable to smaller reporting entities

 

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

 

None.

 

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES 

  

None noted.

  

ITEM 4.     MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5.     OTHER INFORMATION

 

None noted.

 

 

 

 

ITEM 6.      EXHIBITS

 

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

 

 

 

 

 

SIGNATURES

 

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

 

	Dalrada Financial Corporation
	By: /s/ Brian Bonar
Date:   May 15, 2023	Brian Bonar
	Chief Executive Officer

 

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

 

Signature	Title	Date
/s/ Brian Bonar	Chief Executive Officer	May 15, 2023
Brian Bonar	and Director

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT
31.1

 

CERTIFICATION PURSUANT TO

18 USC, ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

 

I, Brian Bonar, certify that:

 

	1.	I have reviewed this quarterly report on Form 10-Q of Dalrada Financial Corporation;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

5.

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

 

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

  

Dated: May 15, 2023
/s/ Brian Bonar
Brian Bonar President, Chief Executive Officer, and Director (Principal Executive Officer)

 

 

EXHIBIT
31.2

 

CERTIFICATION PURSUANT TO

18 USC, ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

 

I, Kyle McCollum, certify that:

 

	1.	I have reviewed this quarterly report on Form 10-Q of Dalrada Financial Corporation;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

5.

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

 

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

  

Dated: May 15, 2023
/s/ Kyle McCollum
Kyle McCollum Chief Financial Officer, and Director (Principal Financial Officer and Principal Accounting Officer)

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT
TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

 

I, Brian Bonar, hereby
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	the Quarterly Report on Form 10-Q of Dalrada Financial Corporation for the period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Dalrada Financial Corporation

 

Dated:  May 15, 2023
		/s/ Brian Bonar
		Brian Bonar
		President, Chief Executive Officer, and Director
		(Principal Executive Officer)

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT
TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

 

I, Kyle McCollum, hereby
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	the Quarterly Report on Form 10-Q of Dalrada Financial Corporation for the period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Dalrada Financial Corporation

 

Dated:  May 15, 2023
		/s/ Kyle McCollum
		Kyle McCollum
		Chief Financial Officer, and Director
		(Principal Financial Officer and Principal Accounting Officer)