UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q (MARK ONE) ~~[X]~~☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: ~~March 31~~September 30, 2016

[☐ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~______ to_______~~_______ to _______

Commission file number 000-51206

PLANDAÍ BIOTECHNOLOGY, INC. ~~(Name of small business issuer in its charter)~~

Nevada	45-3642179
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
17 Hanover Square, London, England	W1S 1BN
(Address of principal executive offices)	(Zip Code)

(Name of small business issuer in its charter)

Nevada		45-3642179
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4811 49^th Street, San Diego, CA		92115
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 900-6829

Securities registered under Section 12(b) of the Exchange Act:		None
Securities registered under Section 12(g) of the Exchange Act:		~~Common stock, par value $0.0001 per share (Title of Class)~~None
		(Title of Class)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ~~(1)~~has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405) during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). ~~Yes~~ ¨ Yes ☐ No x ☒

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

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~August 15~~September 30, 2016, the issuer had ~~186~~243,~~531~~630,~~236~~359 shares of its common stock issued and outstanding.

2Explanatory Statement

This quarterly report on Form 10-Q for the quarter ended September 30, 2016, is submitted by Plandaí Biotechnology, Inc. (“Company”) and includes unaudited financial statements not reviewed by an independent accounting firm, pursuant to an exemption provided by 17 CFR § 240.12b-21. The unaudited financial statements contain the last known financial information available for the quarter ended September 30, 2016. The Company was formerly a reporting company under the 1934 Securities and Exchange Act, with a class of securities voluntarily registered pursuant to Section 12g. The Company terminated its registration with the Securities and Exchange Commission by filing Form 15-12g on January 31, 2017. The Company’s charter was thereafter suspended by the State of Nevada for non-payment of fees. The Company submits the following facts which are relevant to its inability to file financial statements with any customary review and informal approval by an independent audit firm with this filing because (i) the required financial information and confirmations are not reasonably available; and, (ii) the required information and financial confirmations are unavailable because the particular persons with whom the required information rests are now unaffiliated with the Company and unavailable to it. The declaration of Tad Mailander is submitted herewith as an exhibit containing additional facts.

The required confirmed financial information is unavailable. The Company investigated and contacted the Company’s former controller and accountant, Louisa Willemse, as well as the Company’s former Chief Executive Officer and Chief Financial Officer, Mr. Roger Duffield, both residing in South Africa. Each disclaimed having any Company records – financial or otherwise – from Company operations for fiscal 2016 or at any time prior, including the subject quarterly report for the period ended September 30, 2016.

Persons with the Required Audit Knowledge are Now Unaffiliated with the Company or Unavailable. As discussed above, the Company contacted the former controller and accountant (Ms. Willemse) and the Company’s Chief Executive Officer and Chief Financial Officer (Mr. Duffield). Each are unaffiliated with the Company or its current management as of the date of this filing, and approximately for the past five years. Aside from each of Ms. Willemse and Mr. Duffield denying having any Company financial or operational audit records or documents, each denied having any percipient knowledge about the Company’s finances or operations for the quarter ended September 30, 2016. The Company further attempted to contact former director Callum Duffield, a citizen and resident of the United Kingdom, and Daron Baylis-Duffield, a resident of South Africa, who did not respond to the Company’s inquiries for required information. The Company also communicated with its former director Brian Johnson, who had no documents or records and no required financial knowledge. The Company also contacted Haynie & Co. the successor to Cutler & Co., the Company’s independent auditor that was engaged in 2016. Neither had any records related to the Company for the quarter ended September 30, 2016.

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

3PLANDAI BIOTECHNOLOGY, INC.

~~PLANDAI~~CONSOLIDATED BALANCE ~~BIOTECHNOLOGY, INC.~~SHEETS

~~CONSOLIDATED BALANCE SHEETS~~ (Unaudited)

(Unaudited)

	September 30,			June 30,
	2016			2016
ASSETS
Current Assets:
Cash	$	22,091		$	12,915
Inventory		61,738			65,584
Accounts Receivable		21,314			41,256
Prepaid Expenses and Other Current Assets		54,737			65,065
Total Current Assets		159,880			148,820

Deposits		71,170			64,838
Other Assets		99,403			118,038
Fixed Assets – Net		6,503,827			6,082,397
Total Assets	$	6,834,280		$	6,450,093

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable and Accrued Expenses	$	697,188		$	710,333
Accrued Interest		855,746			741,175
Convertible Notes		93,283			153,835
Current Portion of Long Term Debt		14,946,641			14,081,092
Derivative Liability		844,729			1,022,472
Related Party Note Payable		50,526			50,526
Related Party Payables		15,990			14,886
Total Current Liabilities		17,504,103			16,774,319

Other Liabilities		142,600			131,663
Deferred Lease Obligation		1,740,463			1,527,019
TOTAL LIABILITIES		19,387,166			18,433,001

STOCKHOLDERS’ DEFICIT
Common Stock, authorized 500,000,000 shares, $0.0001 par value, 243,630,359 and 187,531,236 shares issued and outstanding as of September 30, 2016 and June 30, 2016		24,362			18,753
Additional Paid-In Capital		31,616,856			30,853,309
Accumulated Deficit		(41,704,202	)		(40,688,408	)
Cumulative Foreign Currency Translation Adjustment		(215,906	)		12,778
Total Stockholders’ Deficit		(10,278,890	)		(9,803,568	)
Non-controlling Interest		(2,273,996	)		(2,179,340	)
Equity Allocated to Plandaí Biotechnology		(12,552,886	)		(11,982,908	)
Total Liabilities and Stockholders’ Deficit	$	6,834,280		$	6,450,093

		March 31,			June 30,
		2016			2015
ASSETS
Current Assets:
Cash	$	7,962		$	33,619
Inventory		54,004			2,286
Accounts Receivable		47,997			17,122
Other Current Assets		66,387			365,132
Total Current Assets		176,350			418,159
Deposits		64,678			75,246
Other Assets		108,468			1,220
Fixed Assets – Net		6,276,292			8,009,956
Total Assets	$	6,625,788		$	8,504,581
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued Expenses	$	476,349		$	316,345
Accrued Interest		598,410			288,612
Convertible Notes Payable, net of discount		8,331			—
Derivative Liability		347,917			—
Current Portion of Long Term Debt		13,942,020			14,526,213
Note Payable to Related Party		50,526			—
Related Party Payables		14,890			16,177
Total Current Liabilities		15,438,443			15,147,347
Other Liabilities		133,086			159,994
Deferred Lease Obligation		1,501,182			1,513,976
TOTAL LIABILITIES		17,072,711			16,821,317
STOCKHOLDERS' DEFICIT
Common Stock, authorized 500,000,000 shares, $0.0001 par value, 180,406,236 and 164,419,936 shares issued and outstanding as of March 31, 2016 and June 30, 2015		18,041			16,442
Additional Paid-In Capital		30,685,041			30,124,629
Common Stock Issuable		50,000			45,000
Accumulated Deficit		(39,324,396	)		(36,309,281	)
Cumulative Foreign Currency Translation Adjustment		199,280			(375,880	)
Total Stockholders’ Deficit		(8,372,034	)		(6,499,090	)
Non-controlling Interest		(2,074,889	)		(1,817,646	)
Equity Allocated to Plandaí Biotechnology		(10,446,923	)		(8,316,736	)
Total Liabilities and Stockholders' Deficit	$	6,625,788		$	8,504,581
The accompanying notes are an integral part of these unaudited financial statements.

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

PLANDAI BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
		March 31,						March 31,
	September 30,			September 30,
	2016	~~2016~~		2015	~~2015~~			~~2016~~			~~2015~~
Revenues	$	~~100~~80,~~295~~820		$	2140,~~744~~831		$	~~197,798~~		$	~~64,024~~
Expenses:
Production Costs		~~194~~169,~~396~~082			~~181~~204,~~214~~792			~~627,506~~			~~583,506~~
Payroll		~~225~~147,~~478~~655			5208,~~079,803~~450			~~623,318~~			~~6,128,980~~
Rent		7593,~~978~~575			~~107~~92,~~859~~464			~~250,507~~			~~325,121~~
Professional Services		1747,~~334~~543			80146,~~597~~625			~~182,714~~			~~455,161~~
Depreciation		~~118~~133,~~609~~054			46144,~~695~~213			~~393,678~~			~~139,517~~
General and Administrative		~~193~~209,~~399~~106			~~514~~123,~~834~~452			~~411,194~~			~~802,147~~
Total Expenses		~~825~~800,~~194~~015			6919,~~011,002~~996			~~2,488,917~~			~~8,434,432~~
Operating Loss		(724,899	)		(5,989,258	)		(2,291,119	)		(8,370,408	)
Operating (Loss)		(719,195	)		(879,165	)
Other Income (Expense)
Other Income		—27,274			~~12,765~~-			~~273,922~~			~~777,724~~
Change in Derivative Liability		570,~~330~~595			—-			~~9,077~~			—
Interest Expense		(375,242	)		(296,292	)		(1,006,996	)		(552,344	)
Derivative Interest		(7,187	)		-
Net Loss	$	(1,094,811	)	$	(6,272,785	)	$	(3,015,116	)	$	(8,145,028	)
Interest Expense		(481,939	)		(309,880	)
Allocation to Non-Controlling Interests		82,585			120,962			257,243			192,867
Net (Loss)	$	(1,110,452	)	$	(1,189,045	)
Net Loss, Adjusted		(1,012,226	)		(6,151,823	)		(2,757,873	)		(7,952,161	)
Allocation to Non-controlling Interests		94,656			112,777
Other Comprehensive Income (loss):
Net (Loss), Adjusted	$	(1,015,796	)	$	(1,076,268	)
Foreign Currency Translation Adjustment		(74,907	)		145,449			575,160			(432,361	)
Other Comprehensive Income (loss):
Comprehensive Income (Loss)	$	(1,087,133	)	$	(6,006,374	)	$	(2,182,713	)	$	(8,384,522	)
Foreign Currency Translation Adjustment		(228,684	)		340,275
Basic & diluted loss per share	$	(0.01	)	$	(0.04	)	$	(0.02	)	$	(0.06	)
Comprehensive Income (Loss)	$	(1,224,480	)	$	(735,993	)
Weighted Avg. Shares Outstanding		175,663,325			140,845,731			169,034,016			135,224,529
Basic & diluted loss per share	$	(0.00	)	$	(0.00	)
Weighted Avg. Shares Outstanding		252,353,992			164,517,900

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

PLANDAI BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended March 31,			For the nine months ended March 31,
	For the three months ended			For the three months ended
	September 30,			September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(31,~~015~~110,~~116~~452	)	$	(81,~~145~~189,~~028~~045	)
Adjustments to reconcile net loss to net cash
Adjustments to reconcile net loss to net cash provided by operating activities:
(used in) operating activities:
Depreciation		133,054			144,213
Depreciation		393,678			139,517
Amortization of Debt Discount		16,101			16,101
Amortization of Debt Discount		52,691			—
Capitalized Lease Obligation		84,557			92,373
Stock Issued or Payable for Services		~~273~~282,~~350~~401			562,~~971,536~~000
Derivative Interest		85147,~~936~~846			—-
Change in value of Derivative Liability		(9,077	)		—
Change in Value of Derivative Liability		(70,595	)		-
Addition to Notes Payable from Interest Added to Principal		559,529			—
Increase in Notes Payable from Interest Added to Principal		222,016			195,993
Changes in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable		(34,665	)		1,092
Decrease in Accounts Receivable		22,818			152
Decrease (Increase) in Prepaid Expenses and Other Current Assets		257,668			(134,920	)
Increase in Deposits		(924	)		(787	)
Decrease in Related Party Receivable		—			426,444
(Increase) Decrease in Inventory		9,075			(4,504	)
(Increase) Decrease in Deposits		(2,277	)		8,125
Decrease in Prepaid Expenses and Other Current Assets		15,463			143,739
Increase in Inventory		(53,467	)		(985	)
Decrease (Increase) in Other Assets		27,669			(12,295	)
(Increase) Decrease in Other Assets		(111,300	)		71,330
(Decrease) Increase in Accounts Payable and Accrued Expenses		(52,876	)		163,025
Increase in Accounts Payable and Accrued Expenses		212,124			73,865
Increase in Deferred Lease Obligation		-			92,373
Increase in Deferred Lease Obligation		250,853			139,517
Increase in Accrued Interest		114,571			101,556
Increase (Decrease) in Related Party Payables		1,462			(2,949	)
Net Cash Used in Operating Activities		(159,275	)		(288,479	)
Increase in Other Liabilities		—			178,363
Increase in Accrued Interest		309,798			158,253
Net Cash Used in Operating Activities		(828,813	)		(1,115,840	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		(1151,~~379~~209	)		(~~752~~5,~~083~~769	)
Net Cash Used in Investing Activities		(1151,~~379~~209	)		(~~752~~5,~~083~~769	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuing Long Term Debt, Net of Discount		400,000			1,988,396
Proceeds from Issuing Convertible Notes		163,000			-
Proceeds from Issuing Convertible Debt		275,000			—
Proceeds from Issuing Notes Payable		-			400,000
Proceeds from Issuing Notes to Related Party		50,526			—
Principal Payments on Notes Payable		-			(169,577	)
Principal Payments on Long Term Debt		(154,009	)		—
Proceeds from the Sale of Common Stock		-			75,000
Proceeds from the Sale of Common Stock		293,660			286,700
Net Cash Provided by Financing Activities		163,000			305,423
Net Cash Provided by Financing Activities		865,177			2,275,096
Effect of Exchange Rates on Cash Flows		56,661			(39,234	)
Effect of Exchange Rates on Cash Flows		(50,642	)		(435,757	)
Net Increase (Decrease) in Cash and Cash Equivalents		9,176			(28,059	)
Net Increase (Decrease) in Cash and Cash Equivalents		(25,657	)		(28,584	)
Cash and Cash Equivalents at Beginning of Period		12,915			33,619
Cash and Cash Equivalents at Beginning of Period		33,619			156,570
Cash and Cash Equivalents at End of Period		22,091			5,560
Cash and Cash Equivalents at End of Period		7,962			127,986
NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued to retire debt	$	—231,765		$	~~24,674~~-
Interest expense added to loan principal	$	559,529		$	—
Interest added to debt principal		222,016			195,993
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Cash paid during the period for:
Interest	$	—-		$	~~220,643~~-
Taxes	$	—		$	—
Income taxes	$	-		$	-

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

PLANDAI BIOTECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~FOR THE NINE MONTHS ENDED MARCH 31, 2016~~

~~(Unaudited)~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

~~NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN~~ (Unaudited)

~~Plandaí Biotechnology, Inc.’s~~NOTE ~~(the~~1 ~~“Company”~~– orNATURE ~~“Plandaí”)~~OF ~~consolidated~~OPERATIONS ~~financial~~AND ~~statements~~GOING have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.CONCERN

~~The~~Plandaí Biotechnology, ~~Company'~~Inc.’s ~~continued~~(the ~~existence~~“Company” isor ~~dependent~~“Plandaí”) consolidated financial statements have been prepared ~~upon~~on ~~its~~a ~~ability~~going toconcern ~~continue~~basis, towhich ~~execute~~contemplates ~~its~~the ~~operating~~realization ~~plan~~of assets and tosatisfaction ~~obtain~~of ~~additional~~liabilities ~~debt~~in orthe ~~equity~~normal ~~financing~~course of business. The ~~There~~financial ~~can~~statements bedo nonot ~~assurance the~~include ~~necessary~~any ~~debt~~adjustment orrelating ~~equity~~to ~~financing~~recoverability ~~will~~and beclassification ~~available,~~of orrecorded ~~will~~amounts beof ~~available~~assets onand liabilities ~~terms~~that ~~acceptable~~might tobe necessary should the Company be unable to continue as a going concern.

~~Plandaí and its subsidiaries focus on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical industries.~~ The ~~Company~~ ~~grows~~Company’s ~~much~~continued ofexistence ~~the~~is ~~live~~dependent ~~plant~~upon ~~material used in~~ its ~~products~~ability onto acontinue ~~3,237 hectare (approx. 8,000 acre) estate it operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is designed~~ to ~~yield~~execute ~~highly~~its ~~bioavailable~~operating ~~products~~plan ofand ~~pharmaceutical-grade purity. The first product brought~~ to ~~market~~obtain ~~was Phytofare™~~additional ~~Catechin~~debt ~~Complex,~~or aequity ~~green-tea derived extract that has multiple potential wellness applications~~financing. ~~Additional~~There ~~extracts~~can ~~utilizing citrus,~~be ~~artemisia,~~no ~~and~~assurance ~~cannabis~~the ~~are~~necessary indebt ~~various~~or ~~stages~~equity ~~of development and testing. The Company’s principle holdings consist of land, farms and infrastructure in South Africa. The Company is actively pursuing additional~~ financing ~~and~~will ~~has~~be ~~had discussions with various third parties~~available, ~~although~~or ~~no firm commitments have been obtained. Management believes these efforts~~ will ~~generate~~be ~~sufficient~~available on ~~cash~~terms ~~flows~~acceptable ~~from future operations~~ to ~~pay~~ the Company~~'s obligations and realize positive cash flow~~. ~~There is no assurance any of these transactions will occur.~~

~~NOTE~~Plandaí and 2its –subsidiaries ~~SUMMARY~~focus OFon ~~ACCOUNTING~~the ~~POLICIES~~development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical industries. The Company grows much of the live plant material used in its products on a 3,237 hectare (approx. 8,000 acre) estate it operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market was Phytofare™ Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. Additional extracts utilizing citrus, artemisia, and cannabis are in various stages of development and testing. The Company’s principle holdings consist of land, farms and infrastructure in South Africa. The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company’s obligations and realize positive cash flow. There is no assurance any of these transactions will occur.

~~Basis~~NOTE 2 of– ~~Presentation~~SUMMARY OF ACCOUNTING POLICIES

~~The Company’s financial statements have~~Basis ~~been prepared in accordance with accounting principles generally accepted in the United States~~ of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the three and nine months ended March 31, 2016 and March 31, 2015. The Company has adopted the US dollar as the reporting currency for accounting and reporting purposes.Presentation

~~This~~The Company’s ~~summary~~financial ofstatements ~~accounting~~have ~~policies~~been ~~for~~prepared ~~Plandaí Biotechnology,~~in ~~Inc.~~accordance ~~and~~with ~~its~~accounting ~~wholly-owned~~principles ~~subsidiaries,~~generally isaccepted ~~presented~~in tothe ~~assist~~United inStates of ~~understanding~~America ~~the~~(“U.S. ~~Company's~~GAAP”). The accompanying financial statements~~. The~~ ~~accounting~~represent ~~policies~~the ~~conform~~results toof ~~generally~~operations ~~accepted~~for ~~accounting~~the ~~principles~~three ended September 30, 2016 and ~~have~~2015. ~~been~~The ~~consistently~~Company ~~applied~~has inadopted the ~~preparation of~~US dollar as the ~~financial~~reporting ~~statements~~currency for accounting and reporting purposes.

~~Interim~~This summary ~~Financial~~of ~~Statements~~accounting policies for Plandaí Biotechnology, Inc. and its wholly-owned subsidiaries, is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

~~The accompanying financial statements have~~Interim ~~been~~Financial prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended March 31, 2016 are not necessarily indicative of the final results that may be expected for the year ended June 30, 2016. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2015 filed with the SEC.Statements

~~Use~~The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of ~~Estimates~~Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended September 30, 2016 are not necessarily indicative of the final results that may be expected for the year ended June 30, 2017. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2016 filed with OTC.

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.4

7Use of Estimates

~~Business~~The financial ~~Combinations~~statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and ~~Acquisitions~~assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.

~~The disclosure requirements for business combination~~Business ~~and~~Combinations ~~acquisitions are intended to enable users of financial statements to evaluate the nature~~ and ~~financial effects of:~~Acquisitions

·The disclosure Arequirements for business combination ~~that~~and ~~occurs~~acquisitions ~~either~~are ~~during~~intended ~~the~~to ~~current~~enable ~~reporting~~users ~~period~~of orfinancial ~~after~~statements ~~the~~to ~~reporting~~evaluate ~~period, but before~~ the nature and financial ~~statements~~effects ~~are issued~~of:

·● ~~Adjustments~~A ~~recognized~~business incombination that occurs either during the current reporting period ~~that~~or ~~relate~~after tothe ~~business~~reporting ~~combinations~~period, ~~that~~but ~~occurred~~before inthe ~~current~~financial ~~and~~statements ~~previous~~are ~~reporting periods~~issued

·● ~~The~~Adjustments ~~nature~~recognized ofin the ~~relationship~~current ~~between~~reporting ~~the~~period ~~parent~~that ~~and~~relate ato ~~subsidiary~~business orcombinations ~~investee~~that ~~when~~occurred ~~the~~in ~~parent~~current ~~does~~and ~~not~~previous ~~have~~reporting ~~100 percent ownership or control~~periods

~~The~~● ~~Company discloses each material business combination in the period in which the business combination occurs.~~ The ~~Company~~nature ~~also~~of ~~discloses information about acquisitions made after~~ the ~~balance~~relationship ~~sheet~~between ~~date, but before~~ the ~~financial~~parent ~~statements~~and ~~are~~a ~~issued.~~subsidiary ~~Gains~~ or ~~losses~~investee ~~arising from the deconsolidation of a business~~ when the ~~company~~parent ~~loses~~does ~~control~~not ofhave ~~that~~100 ~~business~~percent ~~are~~ownership ~~also~~or disclosed. Acquisition costs incurred such as legal, advisory and consulting fees are expensed as incurred. In accordance with ASC 805-10-25-1, ASC 805-10-05-4 and IFRS 3.4, 5, the Company employs the Acquisition Method of accounting for routine acquisitions and combinations.control

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

~~The Company adopted FASB ASC Topic 260, Earnings~~Net Loss Per ~~Share.~~Common Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive.Share

~~In January~~The ~~2014, the~~ Company ~~issued~~adopted ~~warrants~~FASB toASC ~~purchase~~Topic 5260,~~000,000~~ ~~shares~~Earnings ofPer ~~the~~Share. ~~Company’s~~Basic ~~common~~earnings ~~stock~~per ~~which~~share ~~have~~is abased ~~strike~~on ~~price~~the weighted effect of all common ~~$0.01/share;~~shares ~~however,~~issued ~~since~~and ~~the~~outstanding ~~Company~~and ~~incurred~~is acalculated by dividing net income (loss) ~~for~~available ~~all~~to ~~periods~~common ~~presented,~~stockholders by the ~~warrants~~weighted ~~are~~average shares ~~considered~~outstanding ~~anti-dilutive.~~during ~~During~~ the ~~year~~period. ~~ended~~Diluted ~~June~~earnings ~~30,~~per ~~2015,~~share ais ~~total~~calculated ofby ~~1,666,666~~dividing ~~warrants~~net ~~were~~income ~~exercised~~available ~~utilizing~~to acommon ~~“cashless”~~stockholders by ~~option~~the ~~resulting~~ weighted average number of common shares used in the ~~issuance~~basic earnings per share calculation plus the number of 1common shares,~~629~~ if any,~~212~~ ~~shares~~that ofwould ~~restricted~~be ~~common~~issued ~~stock,~~assuming ~~leaving~~conversion ~~3,333,334~~of all potentially dilutive securities outstanding. ~~exercisable~~For ~~warrants~~all asperiods ofdiluted ~~March~~earnings per 31share is not presented, ~~2016~~as potentially issuable securities are anti-dilutive.

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

~~Prior~~During the year ~~amounts~~ended ~~have~~June ~~been~~30, ~~reclassified~~2015, ~~to conform~~a tototal ~~the~~of ~~current~~1,666,666 ~~year~~warrants ~~presentation.~~were ~~There~~exercised ~~was~~utilizing noa ~~net~~“cashless” ~~impact~~option onresulting ~~total~~in ~~assets~~the issuance of 1,629,212 ~~net~~shares ~~(loss)~~of restricted common stock, ~~comprehensive~~leaving ~~(loss)~~5,833,334 oroutstanding ~~the~~exercisable ~~statement~~warrants at September 30, 2016 and ofJune ~~cash~~30, ~~flows~~2016.

Recent Accounting Pronouncements

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

~~NOTE 3 – FIXED ASSETS~~5

~~Fixed assets, stated at cost, less accumulated~~NOTE ~~depreciation~~3 at– ~~March~~FIXED ~~31, 2016 and June 30, 2015 consisted of the following:~~ ASSETS

8Fixed assets are stated at cost, less accumulated depreciation, and consist of plant and equipment, machinery, leasehold improvements, furniture and fixtures, automobiles, and computers. As of September 30, 2016 and June 30, 2016 fixed assets consisted of the following:

	March 31, 2016			June 30, 2015
	September 30, 2016			June 30, 2016
Plant and Equipment	$	6,188,185		$	7,487,506
Total Fixed Assets	$	7,678,487		$	7,111,787
Machinery and Equipment		172,172			211,283
Less: Accumulated Depreciation		(1,174,660	)		(1,029,390	)
Leasehold Improvements		666,320			752,530
Fixed Assets, net	$	6,503,827		$	6,082,397
Furniture and Fixtures		67,756			81,626
Automobiles		75,275			90,684
Computers and Equipment		19,263			23,206
Total Fixed Assets		7,188,971			8,646,835
Less: Accumulated Depreciation		(912,679	)		(636,879	)
Fixed Assets, net	$	6,276,292		$	8,009,956

The increase ~~reduction~~ in fixed assets results ~~from a~~in ~~combination~~part offrom ~~depreciation expense and~~ the fluctuation of the South African Rand against the U.S. Dollar, as all of the Company’s fixed assets are located in South Africa, offset by acquisitions and depreciation expense, which is likewise effected by currency fluctuations.

Depreciation expense

Depreciation expense for the three ~~and nine~~ months ended ~~March~~September 3130, 2016 was $~~118~~133,~~609~~054 ~~and $393,678~~ compared to $46144,~~695~~213 ~~and $139,517~~ for the three and ~~nine~~ months ended ~~March 31,~~September ~~2015~~30, ~~respectively. The Company did not commence depreciating the leasehold improvements, plant and equipment, and other fixed~~ ~~assets associated with the factory until they were placed in service, January 1,~~ 2015. The difference between accumulated depreciation and depreciation expense results from the application of the currency adjustment ~~(see Note 8)~~.

NOTE 5 4 – ~~SEGMENT~~NOTES ~~INFORMATION~~PAYABLE

~~Geographical~~As of ~~Locations~~the dates presented, the long-term loan balances were as follows:

The following information summarizes the financial information regarding Plandaí Biotechnology Inc. and its operational South African subsidiaries for the periods presented:

	Interest Rate	Due Date	September 30, 2016			June 30, 2016
Loan Principle and Interest - Land Bank	See below	See below	$	8,341,823		$	7,492,375
Notes Payable – other third party	6%	July 1, 2017		6,900,000			6,900,000
Less: Discount				(295,182	)		(311,283	)
				14,946,641			14,081,092
Less: Current Portion				(14,946,641	)		(14,081,092	)
Long Term Debt, Net of Discount			$	-		$	-

AsNotes Payable of– ~~June~~other ~~30,~~third ~~2015:~~party

	South Africa		United States		Total
Assets	$	8,406,177	$	98,404	$	8,504,581
Liabilities	$	10,402,092	$	6,419,225	$	16,821,317

Between November 25, 2013 and June 4, 2015, the Company issued a total of $6,500,000 in notes payable to a third party, the proceeds from which were used for working capital purposes. In July 2015, the Company issued a note payable for $400,000 to the third party in exchange for cash of $384,170 and payment of expenses on behalf of the Company of $15,830. The note bears interest at 6% per annum and was originally due February 1, 2016.

Collectively, these notes total $6,900,000 as of September 30, 2016 and June 30, 2016, and were due and payable twelve months after issuance. The Company subsequently renegotiated the due date on each of these notes to July 1, 2017. The Company is not required to make monthly payments on any of these notes. As of ~~March~~September 3130, 2016 and June 30, 2016, the Company recorded accrued interest pertaining to the outstanding notes payable in the amounts of $816,652 and $720,488, respectively.

	South Africa		United States		Total
Assets	$	6,578,361	$	47,427	$	6,625,788
Liabilities	$	9,245,853	$	7,826,858	$	17,072,711

~~For~~Land and ~~the~~Agriculture ~~three-months~~Bank ~~ended~~of ~~March~~South ~~31, 2016~~Africa

	South Africa		United States		Total
Revenues from external customer	$	100,295	$	—	$	100,295
Expenses	$	468,508	$	356,686	$	825,194
Interest expense	$	179,031	$	196,211	$	375,242
Segment loss	$	547,244	$	547,567	$	1,094,811
For the nine-months ended March 31, 2016
		South Africa		United States		Total
Revenues from external customer	$	197,798	$	—	$	197,798
Expenses	$	1,545,972	$	942,945	$	2,488,917
Interest expense	$	556,070	$	450,926	$	1,006,996
Segment loss	$	1,630,322	$	1,384,794	$	3,015,116

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

9During the year ended June 30, 2012, the Company issued 1,500,000 shares of restricted common stock to three Dunn Roman shareholders in exchange for their shares of Dunn Roman Holdings which had been previously issued. The acquired Dunn Roman shares were then provided to third parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be owned by non-white South Africans. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($585,000, based on the value of shares on the date of issuance) as a cost of securing the financing and recorded as a loan discount which is amortized over the life of the loan (7 years). During the three months ended September 30, 2016 the Company amortized $16,101, leaving a debt discount balance of $295,182 at September 30, 2016.

~~NOTE~~As of 5September ~~–NOTES~~30, ~~PAYABLE~~2016, a total of $8,341,823, which includes capitalized accrued interest, was owed to the Land Bank. The proceeds were used to purchase fixed assets that are employed in South Africa to produce the Company’s botanical extracts, fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite management and farm worker housing, and the pruning, weeding and fertilizing of the plantation. As the 25-month holiday in which no payments or interest are due expired in July of 2014, the Company is required to make monthly payments of approximately 2,250,000 South African Rand (approximately $145,000 US Dollars). During the year ended June 30, 2016, the Company paid approximately $162,329. Commencing August 2015, the Company ceased making payments to the Land Bank and has been in discussions to renegotiate the payment terms of the obligation. The Land Bank has been cooperative in this effort and has not expressed any intention to foreclose or accelerate the debt balances. Inasmuch as the Company is out of compliance with certain loan covenants including the non-payment of scheduled monthly amounts due under the various leases, the Company has elected to classify the entire balance owed to the Land Bank as “current” in the accompanying balance sheets as of September 30, 2016 and June 30, 2016.

~~As of the dates presented, the~~NOTE ~~long-term~~6 ~~loan~~– ~~balances~~NOTES ~~were~~PAYABLE asTO ~~follows:~~RELATED PARTIES

	Interest Rate	Due Date	March 31, 2016			June 30, 2015
Loan Principle and Interest - Land Bank	See below	See below	$	7,369,404		$	8,401,900
Notes Payable – other third party	6%	July 1, 2016		6,900,000			6,500,000
Less: Discount				(327,384	)		(375,687	)
				13,942,020			14,526,213
Less: Current Portion				(13,942,020	)		(14,526,213	)
Long Term Debt, Net of Discount			$	—		$	—

On January 1, 2016, the Company borrowed £35,000 ($50,526 at March 31, 2016), from the son of Roger Baylis- Duffield, the Company’s Chief Executive Officer, the proceeds from which were used for general operating purposes. The note bears interest at the rate of 15% per annum, with interest due semi-annually, and the balance plus any accrued interest due and payable on December 31, 2016. In December, 2016, the Company and lender agreed to extend the terms of the note until June 30, 2017.

~~Notes Payable – other third party~~7

~~Between November 25, 2013 and June 4, 2015,~~NOTE ~~the~~7 ~~Company~~– ~~issued~~CONVERTIBLE aNOTES total of $6,500,000 in notes payable to a third party, the proceeds from which were used for working capital purposes. In July 2015, the Company issued a note payable for $400,000 to the third party in exchange for cash of $384,170 and payment of expenses on behalf of the Company of $15,830. The note bears interest at 6% per annum and was originally due February 1, 2016.PAYABLE

Collectively, these notes total $6,900,000 and $6,500,000 as of March 31 2016 and June 30, 2015, respectively, and were due and payable twelve months after issuance. The Company subsequently renegotiated the due date on each of these notes to July 1, 2016. The Company is not required to make monthly payments on any of these notes. As of March 31, 2016 and June 30, 2015, the Company recorded accrued interest pertaining to the outstanding notes payable in the amounts of $594,332 and $288,612, respectively.

	Principal Balance			Loan Discount			Accrued interest
June 30,2016	$	535,000		$	(381,165	)	$	17,451
Issued in the period		163,000			(163,000	)		-
Converted into shares of common stock		(231,765	)		-			-
Payments of principal and interest		-			-			-
Amortization of debt discount		-			171,213			-
Interest accrued		-			-			4,703
September 30, 2016	$	466,235		$	(372,952	)	$	21,154

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

InOn March ~~June~~21, ~~2012~~2016, the Company, ~~through the majority-owned subsidiaries of Dunn Roman Holdings, Inc.,~~ executed ~~final loan documents on~~ a ~~100~~convertible ~~million~~promissory ~~Rand~~note ~~(approx.~~in ~~$6.5 million USD at current rates) financing with~~ the ~~Land~~amount ~~and Agriculture Bank~~ of ~~South Africa (“Land Bank”). The total loan is comprised of multiple agreements totaling~~$52,500 ~~between~~with ~~Green~~Essex ~~Gold~~Global ~~Biotechnologies~~Investment ~~(Pty) Ltd~~Corp. ~~and~~The ~~Breakwood Trading 22(Pty) Ltd., 100 million rand (approx.~~note ~~$6.5~~bears ~~million USD at current exchange rates). The loans all bear~~ interest at ~~the rate of prime plus 0.5~~10% per annum and ~~are~~is ~~all~~ due in ~~seven~~and ~~years.~~payable InMarch ~~addition~~21, ~~the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first draw down of funds~~2017. The ~~loans~~note ~~are~~has ~~collateralized~~conversions byrights ~~the~~at ~~assets~~50% ~~and operations, including the Senteeko lease, agriculture production and receivables~~ of ~~Dunn Roman Holdings, which is~~ the ~~African~~lowest ~~operating~~trading ~~arm~~ price of ~~Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to~~ the ~~Land~~Company’s ~~Bank~~common ~~which~~stock ~~extends~~over ~~through~~ the ~~duration~~twenty ofdays ~~the loan~~prior ~~agreements (7 years unless pre-paid). The profit share agreement extends only~~ to ~~profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa~~conversion. ByOn ~~way~~September of15, ~~loan covenants~~2016, ~~the~~this ~~borrowing~~note ~~entities~~was ~~are~~purchased ~~required~~from Essex toby ~~maintain~~EMA aFinancial ~~debt to equity ratio of 1.5:1~~LLC, ~~interest~~who ~~coverage~~subsequently ~~ratio~~converted ~~of 1.5:1~~$13,750 ~~and~~into ~~security coverage ratio of 1:1~~2,500,000 ~~none~~shares of ~~which are~~common ~~currently~~stock in ~~compliance.~~accordance ~~However,~~with the ~~Company~~conversion ~~consistently notified the Bank~~ terms of ~~this situation and has requested written documentation as to~~ the ~~Bank’s intention~~note. ~~The~~In ~~Bank~~March ~~has~~2017, ~~provided~~EMA ~~documentation~~sold ~~extending~~ the ~~“holiday”~~balance ~~at least through December 2016. As~~ of ~~and through~~ the ~~date~~note ofto ~~this~~Black ~~report,~~Mountain ~~the Land Bank has not provided any notice of default or requested compliance with the terms of the loans~~Equities.

~~During~~On November 12, 2015, the ~~year~~Company ~~ended~~executed ~~June~~a ~~30,~~convertible ~~2012~~promissory note with a maximum principal amount of $250,000. ~~the~~Amounts ~~Company~~received under this promissory note are issued ~~1,500,000~~net ~~shares~~of a 10% original issue discount. Each payment of ~~restricted~~consideration ~~common~~matures ~~stock~~one toyear ~~three~~from ~~Dunn~~the ~~Roman~~date ~~shareholders~~of distribution. inThe ~~exchange~~lender ~~for~~can ~~their~~convert the outstanding principal of the convertible promissory note into shares of ~~Dunn~~the ~~Roman~~common stock at ~~Holdings~~any ~~which~~time ~~had~~at ~~been~~the ~~previously~~lesser ~~issued~~of $0.10 ~~The~~per ~~acquired~~share ~~Dunn~~or ~~Roman~~50% ~~shares~~of ~~were~~the ~~then~~lowest ~~provided~~trade toshare ~~third~~price ~~parties~~occurring in ~~order~~the previous 20 trading days prior to ~~comply~~conversion. ~~with~~On July 18, 2016, the ~~BEE~~Company ~~provisions~~received ~~associated~~$50,000, net of a discount of $5,000, with the ~~loan~~aggregate ~~from~~principal balance to be repaid being $55,000 and bringing the ~~Land~~total ~~Bank~~owing ofunder ~~South~~the ~~Africa~~note to $110,000. ~~which~~The ~~required~~debt ~~that~~discount ~~15%~~on ofthis ~~Dunn~~advance ~~Roman~~was berecorded ~~owned~~as a reduction of the byconvertible ~~non-white~~debenture ~~South~~and ~~Africans~~is being amortized over the life of the convertible debenture. The Company ~~has~~valued ~~therefore~~the ~~determined~~conversion tofeatures ~~treat~~on this ~~the~~advance ~~value~~at oforigination at $60,249 using the ~~shares~~Black ~~issued~~Scholes tovaluation ~~acquire~~model with the ~~Dunn~~following ~~Roman~~assumptions: dividend yield of zero, ~~stock~~12-month (term to maturity, risk free interest rate of 0.5% and annualized volatility of 73%. $~~585~~50,000, ~~based~~of on the value ofassigned ~~shares~~to on the ~~date~~derivative liability ofwas ~~issuance)~~recognized as a ~~cost~~debt ofdiscount ~~securing~~on the ~~financing~~convertible ~~and~~debenture. The debt discount was recorded as areduction ~~loan~~to the convertible ~~discount~~debenture ~~which~~and is being amortized over the life of the ~~loan~~convertible ~~(7 years)~~debenture. ~~During~~The balance of $10,249 of the ~~three~~value ~~and~~assigned ~~nine~~to ~~months~~the ~~ended~~derivative liability ~~March~~was ~~31,~~recognized ~~2016~~as origination interest on the ~~Company amortized~~derivative ~~$16,101~~liability and ~~$48,303,~~expensed ~~respectively,~~on ~~leaving~~origination. aASC ~~debt~~815 ~~discount~~requires ~~balance~~assessment of the fair market value of ~~$327,384~~derivative liability at ~~March~~the ~~31,~~end ~~2016~~of each reporting period and recognition of any change in the fair market value as other income or expense.

On August 25, 2016, the Company executed a convertible promissory note with a maximum principal amount of $600,000. Amounts received under this promissory note are issued net of a $54,000 original issue discount which is applied pro-rata on each advance. Each payment of consideration matures one year from the date of distribution. The lender can convert the outstanding principal of the convertible promissory note into shares of the common stock at any time at 60% of the lowest trade share price occurring in the previous 25 trading days prior to conversion. On August 31, 2016, the Company received $50,000, net of a discount of $5,000, with the aggregate principal balance to be repaid being $55,000. The debt discount on this advance was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on this advance at origination at $60,249 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.5% and annualized volatility of 73%. $50,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $10,249 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

As of March 31, 2016, a total of $7,369,404, which includes capitalized accrued interest, was owed to the Land Bank. The proceeds were used to purchase fixed assets that are employed in South Africa to produce the Company’s botanical extracts, fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite management and farm worker housing, and the pruning, weeding and fertilizing of the plantation. As the 25-month holiday in which no payments or interest are due expired in July of 2014, the Company is required to make monthly payments of approximately 2,250,000 South African Rand (approximately $145,000 US Dollars). During the nine months ended March 31, 2016, the Company paid approximately $162,329 and accrued $559,088 in capitalized interest. Commencing August 2015, the Company ceased making payments to the Land Bank and has been in discussions to renegotiate the payment terms of the obligation. The Land Bank has been cooperative in this effort and has not expressed any intention to foreclose or accelerate the debt balances. Inasmuch as the Company is out of compliance with certain loan covenants including the non-payment of scheduled monthly amounts due under the various leases, the Company has elected to classify the entire balance owed to the Land Bank as “current” in the accompanying balance sheets as of March 31, 2016 and June 30, 2015.8

~~Future~~On September ~~maturities~~22, 2016, the Company executed a 10% interest convertible promissory note in the amount of ~~long~~$57,500. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received $50,000 upon closing of the note, net of a debt discount of $7,500, and the aggregate principal balance to be repaid being $57,500. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on this advances at origination at $57,187 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 12-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 35%. $50,000 of the value assigned to the derivative liability was recognized as a debt ~~are~~discount on the convertible debenture. The debt discount was recorded as reduction ~~follows:~~to the convertible debenture and will be amortized over the life of the convertible debenture. The balance of $7,187 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

2016	$	8,640,000
2017		1,740,000
2018		1,740,000
2019		1,740,000
2020		82,020
		13,942,020

Changes in Derivative Liabilities

NOTE 6 – NOTES PAYABLE TO RELATED PARTIES

June 30, 2016	$	1,022,472
Value acquired during the period		147,848
Settled on issuance of common stock		(254,992	)
Settled on payment of outstanding principal and interest		-
Revaluation on settlement on issuance of common stock or reporting date		(70,595	)
September 30, 2016		844,729

~~On January 1, 2016, the Company borrowed £35,000~~NOTE ~~($50,526~~8 at– ~~March~~DEFERRED ~~31,~~LEASE 2016), from the son of Roger Baylis-Duffield, the Company’s Chief Executive Officer, the proceeds from which were used for general operating purposes. The note bears interest at the rate of 15% per annum, with interest due semi-annually, and the balance plus any accrued interest due and payable on December 31, 2016.OBLIGATIONS

~~NOTE~~Plandaí’s subsidiaries 7have –two ~~CONVERTIBLE~~long-term, ~~NOTES~~material ~~PAYABLE~~leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Deferred Lease Obligation. As of September 30, 2016 and June 30, 2016 the amount of this deferred liability was $1,740,463 and $1,527,019, respectively.

	Principal Balance		Loan Discount			Accrued interest		Total
June 30,2015	$	—	$	—		$	—	$	—
Issued in the period		292,500		(288,558	)		—		3,942
Converted into shares of common stock		—		—			—		—
Payments of principal and interest		—		—			—		—
Amortization of debt discount		—		4,389			—		4,389
Interest accrued		—		—			—		—
March 31, 2016	$	292,500	$	(284,169	)	$	—	$	8,331

Plandaí’s subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party. Bonokado currently farms avocado and macadamia nuts, neither of which factor into the Company’s future business model. The lease is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. The lease requires monthly payments of $3,643 (R650,000 annually) to the Company commencing in November 2016 with escalating payments of 8% per annum over the life of the lease. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a Lease Receivable in Other Assets. As of September 30, 2016 and June, 2016, the amount of this receivable was $99,403 and $118,038, respectively. Over the life of the sublease, a total of R12,718,632 ($855,379) will be paid to the Company.

~~The Company evaluated the terms of the conversion~~NOTE ~~features~~9 of– ~~its~~FOREIGN ~~convertible~~CURRENCY ~~debentures~~TRANSLATION in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined they are indexed to the Company's common stock and the conversion features meet the definition of a liability, and therefore bifurcated the conversion features and accounted for them as a separate derivative liability.ADJUSTMENT

~~On November 16, 2015, the Company~~The ~~executed~~Company’s aprinciple ~~convertible~~operations ~~promissory note with a maximum principal amount of $250,000. Amounts received under this promissory note~~ are ~~issued~~located ~~net~~in ofSouth aAfrica ~~10% original issue discount. Each payment of consideration matures one year from the date of distribution. The lender can convert the outstanding principal~~ and ~~accrued interest of~~ the ~~convertible~~primary ~~promissory~~currency ~~note~~used ~~into shares~~is of the ~~common~~South ~~stock~~African ~~at any time at the lesser of $0~~Rand.10 ~~per share or 50% of~~ Accordingly, the ~~lowest~~financial ~~trade~~statements ~~share~~are ~~price~~first ~~occurring~~prepared in ~~the~~ ~~previous~~using 20Rand ~~trading~~and ~~days~~then ~~prior~~converted to ~~conversion.~~US ~~The~~Dollars ~~Company~~for ~~received~~reporting ~~$50~~purposes,~~000~~ ~~upon~~with ~~closing of~~ the ~~note,~~average ~~net of a debt~~conversion ~~discount~~rate ofbetween ~~$5,000,~~July and ~~the~~September ~~aggregate principal balance to be repaid~~ being ~~$55,000.~~used ~~The~~for ~~debt~~income ~~discount~~statement ~~was~~purposes ~~recorded~~and ~~as a reduction of~~ the ~~convertible~~closing ~~debenture~~exchange ~~and~~rate isas ~~being amortized over the life~~ of ~~the~~September ~~convertible~~30 ~~debenture.~~applied ~~The Company valued~~to the ~~conversion~~balance ~~features~~sheet. onDifferences ~~this~~resulting ~~advance~~from ~~at origination at $68,328 using~~ the ~~Black~~fluctuation ~~Scholes~~in ~~valuation model with~~ the ~~following assumptions:~~exchange ~~dividend~~rate ~~yield~~are ofrecorded ~~zero,~~as ~~12-month~~an ~~term~~offset to ~~maturity,~~equity ~~risk~~in ~~free~~the ~~interest rate of 0.5% and annualized volatility of~~balance ~~112%~~sheet. ~~$55,000~~In of the ~~value~~three ~~assigned~~months toended ~~the~~September ~~derivative~~30, ~~liability~~2016, ~~was recognized as a debt discount on~~ the ~~convertible debenture.~~Company ~~The debt discount was~~ recorded asa ~~reduction~~foreign tocurrency ~~the~~translation ~~convertible~~adjustment ~~debenture~~loss ~~and is being amortized over the life~~ of ~~the~~ ~~convertible debenture. The balance of~~ $13228,~~328 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination~~684. ~~ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.~~

119

~~On January 6, 2016, the Company executed a~~NOTE ~~convertible~~10 ~~promissory~~– ~~note~~COMMON in the amount of $30,000. The note does not bear interest, however, the Company would incur a re-payment penalty of $7,500 if it chose to repay the note rather than allow conversion. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at 58% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company valued the conversion features on this note at origination at $26,058 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 6-month term to maturity, risk free interest rate of 0.65% and annualized volatility of 111%. The Company recorded a debt discount of $30,000 as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The difference of $3,942 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.STOCK

~~On January 6, 2016,~~ During the ~~Company~~three ~~executed~~months ~~an 8%~~ended ~~interest~~September ~~convertible promissory note in the amount of $50~~30,~~000,~~ ~~which is due and payable on January 5~~2016, ~~2017. The lender can convert~~ the outstanding principal and accrued interest of the convertible promissory note into shares of the common stock at any time at 50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company ~~received~~issued ~~$50,000 upon closing of the note and recorded~~ a ~~debt~~total ~~discount~~ of ~~$50~~56,000. The debt discount was recorded as a reduction of the convertible debenture and is being amortized over the life of the convertible debenture. The Company valued the conversion features on this advances at origination at $61099,~~876~~123 ~~using~~shares ~~the Black Scholes valuation model with the following assumptions: dividend yield~~ of ~~zero, 12-month~~restricted ~~term~~common tostock ~~maturity, risk free interest rate of 0.65% and annualized volatility of 111%. The balance of $11,876 of the value assigned to the derivative liability was recognized~~ as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.follows:

On3. ~~February~~The ~~11, 2016, the~~ Company ~~executed a~~issued ~~10% interest convertible promissory note in the amount of $55~~25,~~000~~840,000 ~~which~~restricted iscommon ~~due and payable February 11, 2017. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into~~ shares offor ~~the~~services ~~common~~valued ~~stock~~ at ~~50% of the lowest trade share price occurring in the previous 20 trading days prior to conversion. The Company received~~ $50282,~~000 upon closing of the note~~400, ~~net~~ of awhich ~~debt discount of $5~~7,000, ~~and the aggregate principal balance to be repaid being $55,~~000. ~~The~~shares ~~debt discount~~were ~~was~~issued ~~recorded~~under astwo aconsulting ~~reduction~~agreements ~~(contra-liability)~~to ofthird ~~the~~parties ~~convertible debenture and was amortized over the life of the convertible debenture. The Company valued the conversion features~~ on ~~this~~July ~~advances at origination at $70~~1,~~242~~ ~~using~~2016 ~~the~~and ~~Black Scholes valuation model with the following assumptions: dividend yield of zero~~18, ~~12-month term to maturity~~840,000 ~~risk~~were ~~free~~issued ~~interest~~September ~~rate of 0.65% and annualized volatility of 121%. $55~~1,~~000~~ of2016 ~~the value assigned~~ to ~~the~~pay ~~derivative~~accrued ~~liability~~salaries ~~was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction~~ to ~~the~~officers ~~convertible debenture and is being amortized over the life~~ of the ~~convertible~~ ~~debenture~~Company. The balance of $15,242 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

On4. ~~February~~The ~~23, 2016, the~~ Company ~~executed an~~issued ~~8% interest convertible promissory note in the amount of $50~~30,~~000~~359,123 ~~which~~restricted ~~is due and payable February 22, 2017. The lender can convert the outstanding principal and accrued interest of the convertible promissory note into~~ shares ofon the ~~common stock at any time at 50% of the lowest trade share price occurring in the previous 20 trading days prior to~~ conversion. ~~The Company valued the conversion features on this advances at origination at $63,856 using the Black Scholes valuation model with the following assumptions: dividend yield~~ of ~~zero,~~notes ~~12-month~~payable ~~term~~and toaccrued ~~maturity, risk free~~ interest ~~rate~~totaling ~~of 0.65% and annualized volatility of 121%.~~ $50231,~~000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture~~765. The debt discount was recorded as reduction to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $13,856 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

12Common Stock Issuable

OnPursuant to ~~March~~two ~~24,~~agreements ~~2016, the Company~~ executed aon ~~10% interest~~March ~~convertible~~1, ~~promissory~~2013 ~~note~~by in the ~~amount~~Company ofwith ~~$52,500.~~two ~~The~~of ~~lender~~its ~~can~~officers, ~~convert~~ the ~~outstanding~~Company ~~principal~~is ~~and~~obligated ~~accrued~~to ~~interest of~~issue ~~the~~3,000,000 ~~convertible promissory note into~~ common shares ~~of the common stock~~ at ~~any time at~~ the ~~lesser~~end of ~~$0.10~~each ~~per~~completed ~~share~~year orfor ~~50%~~services ofrendered ~~the~~to ~~lowest trade share price occurring in~~ the ~~previous 20 trading days prior to conversion~~Company. The Company ~~received~~records ~~$50,000 upon closing of~~ the ~~note,~~ ~~net~~value of athese ~~debt~~shares ~~discount~~on ofquarterly basis ~~$2,500,~~based ~~and~~on the ~~aggregate~~value ~~principal balance to be repaid being $52,500. The debt discount was recorded as a reduction~~ of the ~~convertible~~stock ~~debenture~~on ~~and is being amortized over~~ the ~~life~~date of the ~~convertible~~agreements ~~debenture.~~(March ~~The Company valued the conversion features on this advances at origination at $66~~1,~~633~~ ~~using~~2013). ~~the~~As ~~Black Scholes valuation model with the following assumptions: dividend yield~~ of ~~zero,~~September ~~12-month term to maturity~~30, ~~risk~~2016 ~~free interest rate of 0.65%~~ and ~~annualized~~June ~~volatility~~30, ~~of 119%. $52~~2016,~~500 of~~ the ~~value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount~~ ~~was~~common ~~recorded~~shares asissuable ~~reduction~~pursuant to the ~~convertible~~employment ~~debenture~~agreements ~~and~~were ~~was amortized over the life of the convertible debenture. The balance of~~ $14105,~~133~~000 ~~of the value assigned to the derivative liability was recognized as origination interest on the derivative liability~~ and ~~expensed~~$60,000 ~~on origination~~respectively. ~~ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.~~

~~Changes~~NOTE 12 in– ~~Derivative Liabilities~~WARRANTS

June 30, 2015	$	—
Value acquired during the period		356,994
Settled on issuance of common stock		—
Settled on payment of outstanding principal and interest		—
Revaluation on settlement on issuance of common stock or reporting date		(9,077	)
March 31, 2016	$	347,917

On January 28, 2014, the Company signed an agreement with Diego Pellicer, Inc. under which the Company received a license to use the Diego Pellicer name and likeness on a future cannabis-based extract which is under development. As consideration for the license, the Company issued warrants to purchase 5,000,000 shares of the Company’s common stock at a purchase price of $0.01 per share.

~~NOTE~~The Company 8originally –recorded ~~DEFERRED~~a ~~LEASE~~value ~~OBLIGATIONS~~of $5,749,985 as an asset. However, as the cannabis extract was still in development, the intangible licenses asset balance was deemed fully impaired as of June 30, 2014, leaving a zero asset balance. Accordingly, the Company recorded an impairment expense of $5,749,985. Should the cannabis extract come to market, the value of the license will be re-evaluated.

~~Plandaí’s~~On November ~~subsidiaries~~10, ~~have two long-term~~2015, ~~material~~the ~~leases~~Company ~~which~~issued ~~either~~warrants ~~have~~to ~~escalating~~purchase ~~terms~~2,500,000 orshares ~~included several months~~ of ~~“free” rent, including~~ the ~~49-year~~Company’s ~~notarial~~common ~~lease~~stock ~~for~~at ~~the~~an ~~Senteeko~~exercise ~~Tea~~price of ~~Estate~~$0.10 Inper ~~accordance with US Generally Accepted Accounting Principles~~share, ~~the~~such ~~Company has~~warrants ~~calculated~~expiring athree ~~straight-line~~years ~~monthly~~after ~~cost~~issuance. onThe ~~the~~warrants ~~leases~~were ~~and~~issued ~~recorded the corresponding difference between the amount actually paid and the amount calculated~~ as apart ~~Deferred Lease Obligation. As~~ of ~~March~~a ~~31,~~stock ~~2016~~purchase ~~and June 30, 2015 the amount of this deferred~~agreement ~~liability~~with ~~was~~a ~~$1,501,182~~third ~~and $1,513,976, respectively~~party.

~~Plandaí’s~~On August ~~subsidiary~~31, ~~Dunn Roman Holdings – Africa (Pty) Ltd.~~2016, ~~executed a sublease on~~ the ~~Bonokado~~Company ~~Farm~~issued inwarrants ~~South Africa~~ to apurchase ~~third party. Bonokado currently farms avocado and macadamia nuts~~1,466,666 ~~neither~~shares of ~~which factor into~~ the Company’s ~~future~~common ~~business~~stock ~~model.~~at ~~The~~an ~~lease~~exercise isprice ~~for 20 years and includes 24 months~~ of ~~deferred rent while the farm is rehabilitated by the sub-lessor~~ $0.03 Inper ~~accordance with US Generally Accepted Accounting Principles~~share, ~~the~~such ~~Company~~warrants ~~has~~expiring ~~calculated~~5 ayears ~~straight-line~~from ~~monthly value attributable to~~ the ~~lease~~date ~~and~~of ~~recorded~~issuance. ~~the~~The ~~corresponding difference~~warrants ~~between~~were ~~the~~issued ~~amount actually paid and the amount calculated~~ as aconsideration ~~Lease~~for ~~Receivable~~debt ~~in Other Assets~~financing. ~~As of March 31, 2016 and June, 2015, the amount of this receivable was $108,468 and $91,470, respectively.~~

~~NOTE~~The following 9table –summarizes ~~FOREIGN~~share ~~CURRENCY~~warrants ~~TRANSLATION~~activity ~~ADJUSTMENT~~for the periods presented:

The Company’s principle operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in using Rand and then converted to US Dollars for reporting purposes, with the average conversion rate between July and September being used for income statement purposes and the closing exchange rate as of September 30 applied to the balance sheet. Differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet. In the three months ended March 31, 2016 and 2015, the Company recorded a foreign currency translation adjustment gain (loss) of $(74,097) and $145,449, respectively. In the nine months ended March 31, 2016 and 2015, the Company recorded a foreign currency translation adjustment gain (loss) of $575,160 and ($432,361), respectively.

	Number of Share Warrants		Weighted Average Exercise Price ($) per Share		Weighted Average Remaining Contractual Life
Warrants outstanding, June 30, 2016		5,833,334	$	0.05	5.0 years
Issued		1,466,666		0.03	5.0 years
Exercised		-		-	-
Cancelled		-		-	-
Expired		-		-	-
Warrants outstanding, September 30, 2016		7,300,000	$	0.05	5.0 years
Warrants exercisable, September 30, 2016		7,300,000	$	0.05	5.0 years

~~NOTE~~ 10 ~~– OTHER INCOME AND EXPENSE~~

~~For the nine months ended March 31,~~The ~~2016,~~following ~~Other~~table ~~Income~~summarizes ~~consisted~~information ~~principally~~about ofwarrants ~~$273,922~~outstanding ~~received~~ as ~~a one-time grant from the South African government. For the nine months ended March 31, 2015, Other Income consisted principally~~ of ~~$777,724~~September ~~received as part of a settlement agreement resulting from delays in completing the Senteeko factory in South Africa. For the three months ended March 31~~30, ~~2015, Other Income was $12,765, which consisted of the proceeds from an insurance claim.~~2016:

Exercise Price	Number of Warrants Outstanding	Weighted Average Life of Warrants Outstanding In Years
$0.01	3,333,334	7.2 years
$0.03	1,666,666	5.0 years
$0.10	2,500,000	2.1 years
	5,833,334

NOTE 13 11 – ~~COMMON~~NON-CONTROLLING ~~STOCK~~INTEREST

~~During~~Plandaí owns 100% of Dunn Roman Holdings—Africa, which in turn owns 74% of Breakwood Trading 22 (Pty), Ltd. and 84% of Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the ~~nine~~Black ~~months~~Economic ~~ended~~Empowerment ~~March~~rules 31imposed by the South African Land Bank. While the Company, under ~~2016~~the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-owned subsidiaries, that portion of subsidiary net equity attributable to the ~~Company~~minority ~~issued~~ownership, atogether ~~total~~with an allocated portion of 15net income or net loss incurred by the subsidiaries,~~986~~ must be reflected on the consolidated financial statements. On the balance sheet,~~300~~ ~~shares~~minority interest has been shown in the Equity Section, separated from the equity of ~~restricted~~Plandaí, ~~common~~while ~~stock~~on asthe ~~follows:~~income statement, the minority shareholder allocation of net loss has been shown in the Consolidated Statement of Operations.

~~1. The Company issued 10,681,300~~NOTE ~~restricted~~14 ~~common~~– ~~shares~~RELATED ~~for~~PARTY ~~$293,660 cash.~~TRANSACTIONS

2. The Company ~~issued~~had ~~5,305,000 restricted~~the ~~common~~following ~~shares~~related ~~for~~party ~~services~~transactions ~~valued~~during atthe ~~$273~~three months ended September 30,~~350~~ 2016.

~~Common~~Related Party ~~Stock Issuable~~Payables

~~Pursuant to two agreements executed on March~~As ~~1, 2013 by the Company with two~~ of ~~its~~September ~~officers~~30, the Company is obligated to issue 3,000,000 common shares at the end of each completed year for services rendered to the Company. The Company records the value of these shares on quarterly basis based on the value of the stock on the date of the agreements (March 1, 2013). As of March 31, 2016 and June 30, ~~2015~~2016, the ~~common~~Company ~~shares~~owed ~~issuable pursuant~~a tototal ~~the~~of ~~employment agreements were~~ $015,990 and $4514,~~000~~886, respectively., ~~Common~~to ~~stock~~Roger ~~issuable~~Duffield, atour ~~March~~Chief Executive 31Officer, ~~2016~~for ~~consisted~~advances ofmade ~~$50,000, which~~to ~~represented~~one of the ~~proceeds~~Company’s ~~received~~South ~~from~~African ~~two~~subsidiaries ~~individuals~~in ~~who~~the ~~purchased~~ordinary ~~shares~~course of ~~restricted~~business. ~~common~~The advances ~~stock~~are ~~which~~non-interest ~~had~~bearing ~~not~~and ~~been issued~~payable ason ~~of March 31, 2016~~demand.

~~NOTE~~Compensation to 12Officers –and ~~WARRANTS~~Management

OnPursuant to ~~January~~employment ~~28,~~agreements ~~2014,~~executed ~~the~~on ~~Company~~March ~~signed~~2, ~~an agreement~~2013 with ~~Diego~~two ~~Pellicer,~~of ~~Inc.~~the ~~under~~Company’s ~~which~~officers, the Company ~~received~~is aalso ~~license~~obligated to ~~use~~issue ~~the~~3,000,000 common ~~Diego~~shares ~~Pellicer~~at ~~name~~the ~~and~~end ~~likeness~~of ~~on a~~each ~~future~~completed ~~cannabis-based~~year ~~extract~~for ~~which~~services isrendered ~~under~~to ~~development~~the Company. AsAt ~~consideration~~September ~~for~~30, ~~the~~2016 ~~license,~~and ~~the~~June ~~Company~~30, ~~issued~~2016, ~~warrants~~with regards to ~~purchase 5~~the future issuance of 3,000,000 shares, of the Company’s ~~common~~accrued ~~stock~~compensation atexpense afor ~~purchase~~services ~~price~~completed in the amount of $~~0.01~~105,000 and ~~per~~$60,000, ~~share~~respectively, as common stock issuable.

The Company originally recorded a value of $5,749,985 as an asset. However, as the cannabis extract was still in development, the intangible licenses asset balance was deemed fully impaired as of June 30, 2014, leaving a zero asset balance. Accordingly, the Company recorded an impairment expense of $5,749,985. Should the cannabis extract come to market, the value of the license will be re-evaluated.11

~~On November 10, 2015, the Company issued warrants~~NOTE to15 ~~purchase~~– ~~2,500,000~~SUBSEQUENT shares of the Company’s common stock at an exercise price of $0.10 per share, such warrants expiring three years after issuance. The warrants were issued as part of a stock purchase agreement with a third party.EVENTS

14Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing apart from the following:

~~The~~● ~~following~~8,496,966 ~~table~~shares ~~summarizes~~of ~~share~~restricted ~~warrants activity~~common stock were issued for ~~the~~cash ~~periods~~proceeds ~~presented:~~of $102,218

	Number of Share Warrants		Weighted Average Exercise Price ($) per Share		Weighted Average Remaining Contractual Life
Warrants outstanding, June 30, 2015		3,333,334	$	0.01		8.5 years
Issued		2,500,000		0.10		2.7 years
Exercised		—		—		—
Cancelled		—		—		—
Expired		—		—		—
Warrants outstanding, March 31, 2016		5,833,334	$	0.05		5.6 years
Warrants exercisable, March 31, 2016		5,833,334	$	0.05		5.6 years

●

200,000 shares of restricted common stock were issued for services rendered valued at $5,180

~~The~~● ~~following~~6,000,000 ~~table~~shares ~~summarizes~~of ~~information about~~restricted ~~warrants~~common ~~outstanding~~stock aswere ofissued ~~March~~on 31the conversion of $30,000 ~~2016:~~in convertible notes payable.

Exercise Price		Number of Warrants Outstanding		Weighted Average Life of Warrants Outstanding In Years
$	0.01		3,333,334	7.8 years
$	0.10		2,500,000	2.7 years
			5,833,334

●

3,497,061 shares of restricted common stock were issued on the exercise of warrants.

~~NOTE~~● 13The –Company ~~NON~~acquired 90,000 shares of the Series D Preferred Stock of Protext Mobility, representing 65% of the voting capital of Protext, in exchange for all of the capital of the Company’s subsidiary, Plandaí Biotechnology South Africa (Pty) Ltd., which is engaged in pharmaceutical research. Ancillary to this transaction, the Company sold all of the capital of Cannabis Biosciences, Inc. to Protext in exchange for 60 million shares of Protext common stock. As a result of these transactions, both Plandaí Biotechnology South Africa and Cannabis Biosciences became wholly-~~CONTROLLING~~owned ~~INTEREST~~subsidiaries of Protext Mobility, and Protext Mobility became a majority-owned subsidiary of the Company.

~~Plandaí~~● ~~owns~~The ~~100%~~Company ofissued ~~Dunn~~a ~~Roman~~Promissory ~~Holdings—Africa, which~~Note in ~~turn owns 74% of Breakwood Trading 22 (Pty), Ltd. and 84% of Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with~~ the ~~Black~~amount ~~Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method~~ of ~~Accounting,~~ ~~is required to consolidate 100% of the operations of its majority-owned subsidiaries~~$55,000 ~~that portion of subsidiary net equity attributable~~ to ~~the minority ownership, together with~~ an ~~allocated~~unrelated ~~portion~~third ofparty ~~net~~in ~~income~~exchange orfor ~~net loss incurred by the subsidiaries~~$50, ~~must~~000 bein ~~reflected on the consolidated financial statements~~proceeds. OnThe ~~the~~note ~~balance~~is ~~sheet,~~due ~~minority~~May ~~interest has been shown in the Equity Section~~1, ~~separated from the equity of Plandaí, while on the income statement, the minority shareholder allocation of net loss has been shown in the Consolidated Statement of Operations~~2017.

~~NOTE~~● 14The –Company ~~RELATED~~received ~~PARTY~~60,000,000 ~~TRANSACTIONS~~shares of common stock previously issued to Moor Holdings, a trust benefiting Roger and Daron Baylis-Duffield, in exchange for 100,000 shares of Series A Preferred Stock. The Series A Preferred shares are convertible into 60 million shares of the Company’s common stock and have voting rights equal to all of the shares of the Company’s common stock outstanding plus one share. The 60 million shares of common stock received in this transaction were returned to treasury and cancelled.

~~The Company had the following related party transactions during the nine months ended March 31, 2016.~~12

~~Related~~ITEM 2. MANAGEMENT’S ~~Party~~DISCUSSION ~~Payables~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AsThis statement ofincludes ~~March~~projections ~~31,~~of ~~2016~~future results and ~~June~~“forward ~~30,~~looking ~~2015,~~statements” ~~the Company~~as ~~owed~~that aterm ~~total~~is defined in Section 27A of ~~$14,890~~the ~~and~~Securities ~~$16,177,~~Act ~~respectively,~~of to1933 ~~Roger~~as ~~Duffield~~amended (the “Securities Act”), ~~our~~and ~~Chief~~Section 21E ~~Executive~~of ~~Officer,~~the ~~for~~Securities ~~advances~~Exchange ~~made~~Act toof 1934 ~~one~~as ofamended (the ~~Company’s~~“Exchange ~~South~~Act”). ~~African~~All ~~subsidiaries~~statements that are included in ~~the~~this ~~ordinary~~Quarterly ~~course~~Report, other than statements of ~~business~~historical fact, are forward looking statements. ~~The~~Although ~~advances~~management ~~are~~believes ~~non~~that the expectations reflected in these forward-~~interest~~looking ~~bearing~~statements ~~and~~are ~~payable~~reasonable, onit ~~demand~~can give no assurance that such expectations will prove to have been correct.

~~Compensation to Officers and Management~~BUSINESS

~~Pursuant to employment agreements executed~~Plandaí onBiotechnology, ~~March 2~~Inc., ~~2013 with two of~~ (the “Company’s”) ~~officers,~~through ~~the~~its ~~Company~~acquisition isof ~~also~~Global ~~obligated~~Energy toSolutions, ~~issue 3~~Ltd.,~~000,000~~ ~~common~~and ~~shares~~its atsubsidiaries, ~~the~~focuses ~~end~~on ~~of each completed year for services rendered to~~ the ~~Company.~~farming Atof ~~March~~whole 31fruits, ~~2016~~vegetables and ~~June~~live ~~30,~~plant ~~2015,~~material ~~with~~and ~~regards to~~ the ~~future issuance~~production of ~~3,000,000~~proprietary ~~shares,~~functional ~~the~~foods ~~Company~~and ~~accrued~~botanical ~~compensation~~extracts for ~~expense~~the ~~for~~health ~~services~~and ~~completed~~wellness inindustry. ~~the~~Its ~~amount~~principal ofholdings $0consist ~~and~~of ~~$45~~land,~~000~~ farms, ~~respectively,~~ asand ~~common~~infrastructure ~~stock~~in ~~issuable~~South Africa.

15The Company was incorporated, as Jerry’s Inc., in the State of Florida on November 30, 1942. The Company catered airline flights and operated coffee shops, lounges and gift shops at airports and other facilities located in Florida, Alabama, and Georgia. The Company’s airline catering services included the preparation of meals in kitchens located at, or adjacent to, airports and the distribution of meals and beverages for service on commercial airline flights. The Company also provided certain ancillary services, including, among others, the preparation of beverage service carts, the unloading and cleaning of plates, utensils and other accessories arriving on incoming aircraft, and the inventory management and storage of airline-owned dining service equipment. In March of 2004 we moved our domicile to Nevada and changed our name to Diamond Ranch Foods, Ltd. Diamond Ranch Foods, Ltd. was engaged in the meat processing and distribution industry. Operations consisted of packing, processing, custom meat cutting, portion-controlled meats, private labeling, and distribution of our products to a diversified customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants and institutions, deli and catering operators, and industry suppliers. On November 17, 2011, the Company, through its wholly owned subsidiary, Plandaí Biotechnologies, Inc. consummated a share exchange with Global Energy Solutions Corporation Limited, an Irish corporation. Under the terms of the Share Exchange, GES received 76,000,000 shares of Diamond Ranch that had been previously issued to Plandaí Biotechnologies, Inc. in exchange for 100% of the issued and outstanding capital of GES. On November 21, 2011, the Company filed an amendment to the articles of incorporation to change the name of the Company to Plandaí Biotechnology, Inc.

~~NOTE~~Plandaí and 15its –subsidiaries ~~SUBSEQUENT~~focus ~~EVENTS~~on the development and production of proprietary botanical extracts for the nutraceutical and pharmaceutical industries. The Company grows much of the live plant material used in its products on a 3,237-hectare (approx. 8,000 acre) estate it operates under a notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product brought to market was Phytofare™ Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. Additional extracts utilizing citrus, artemisia, and cannabis are in various stages of development and testing. The Company’s principal holdings consist of land, farms, and infrastructure in South Africa.

~~Management~~The Company’s ~~has~~production ~~evaluated~~facility ~~subsequent~~in ~~events~~South Africa received its certificate of occupancy and operations on December 31, 2014. During ~~pursuant~~the fourth quarter of fiscal 2015, the Company began shipping product to customers and recording sales. However, a hailstorm during the quarter ~~requirements~~destroyed a large percentage of ~~ASC~~the ~~Topic~~tea ~~855~~crop and ~~has~~there ~~determined~~was ~~that~~insufficient notime ~~material~~remaining ~~subsequent~~in ~~events~~the ~~exist~~growing ~~through~~season to yield another harvest. As a result, sales for the ~~date~~final ofquarter ~~this filing~~through ~~apart~~December 31, ~~from~~2014, were limited. Production recommenced in October 2015 with the ~~following:~~commencement of harvest season.

·The Company ~~Between~~is ~~April~~actively ~~2016~~pursuing additional financing and ~~August~~has 1,had ~~2016,~~discussions ~~the~~with ~~Company~~various ~~sold~~third 6parties,~~125,000~~ ~~shares~~although ofno ~~restricted~~firm ~~common~~commitments ~~stock~~have been toobtained. ~~unaffiliated~~Management ~~third~~believes ~~parties~~these ~~for~~efforts, ~~cash~~combined ofwith ~~$75,000.~~projected ~~The~~sales ~~issuance~~for offiscal ~~these~~2016, ~~shares~~will ~~was~~generate ~~exempt~~sufficient cash flows from ~~registration~~future ~~under~~operations to pay the ~~Securities~~Company’s ~~Act~~obligations inand ~~reliance~~realize onpositive ancash ~~exemption~~flow. ~~provided~~There byis ~~Section~~no ~~4(2)~~assurance any of ~~that~~these ~~Act~~transactions will occur.

· Between April 2016 and August 1, 2016, the Company issued a total of $242,500 in convertible promissory notes to various third parties, receiving net proceeds of $225,000. The difference between the face value of the note and net proceeds includes loan origination fees, legal fees, and prepaid interest. The notes are due between February and June, 2017. The notes convert at a discount to market of 50% off the lowest intra-day trading price over the 15-20 day period prior to conversion. The notes bear interest between 8-10%.13

16We will continue to seek to raise additional capital through the sale of common stock to fund the expansion of our Company. There can be no assurance that we will be successful in raising the capital required and without additional funds we would be unable to expand our plant, acquire other companies, or further implement our business plan. In April 2012, through our subsidiary companies, we secured a 100 million Rand (approximately $8.3 million at current rate of exchange) financing with the Land and Agriculture Bank of South Africa which will be used to build infrastructure and further operations. During the nine months ended March 31, 2016, we borrowed $400,000 from an unaffiliated third party under a promissory note due and payable July 1, 2016, and earning interest at 6% per annum. We also sold 8,514,600 shares of our restricted common stock for net proceeds of $293,660 and issued $290,000 in convertible debentures.

~~ITEM 2. MANAGEMENT'S DISCUSSION~~ PRODUCTS AND ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~SERVICES

~~This~~Plandaí has ~~statement~~a ~~includes~~proprietary ~~projections~~technology that extracts a high level of ~~future~~ ~~results~~bio-available compounds and ~~"forward~~phytonutrients ~~looking~~from ~~statements"~~organic asmatter, ~~that~~including green ~~term~~tea isleaves, ~~defined~~citrus inand ~~Section~~many ~~27A~~other ofplants. Various tests have been conducted over the ~~Securities~~past ~~Act~~ten ofyears ~~1933~~using this technology to generate functional chemical compounds possessing nutritive properties that act effectively as ~~amended~~preventive (agents in the ~~"Securities~~healthcare ~~Act"),~~field. ~~and~~Polyphenols from ~~Section~~green ~~21E~~tea are an excellent source of ~~the~~antioxidant ~~Securities~~and ~~Exchange~~anti-carcinogenic ~~Act~~substances. ofThe ~~1934~~Company asleases ~~amended~~3,237 hectares (~~the~~approx. ~~"Exchange~~8,000 ~~Act"~~acres). ~~All~~of ~~statements~~agriculture ~~that~~land ~~are~~in ~~included~~Mpumalanga, inSouth ~~this~~Africa, ~~Quarterly~~under ~~Report~~a notarial lease, ~~other~~which ~~than~~includes ~~statements~~over ofa ~~historical~~thousand ~~fact,~~acres ~~are~~of ~~forward~~cultivated ~~looking~~green ~~statements~~tea. ~~Although~~In ~~management~~addition, ~~believes~~the ~~that~~Company has recently completed a 100,000 sq. ft. state-of-the-art ~~expectations~~extraction ~~reflected~~facility on site which came online in ~~these~~December 2014. ~~forward~~Plandaí ~~looking~~intends ~~statements~~to ~~are~~use ~~reasonable~~its plantation leases to focus on the farming of whole fruits, itvegetables and live ~~can~~plant ~~give~~material noand ~~assurance~~the ~~that~~production ~~such~~of ~~expectations~~proprietary ~~will~~botanical ~~prove~~extracts tofor ~~have~~the ~~been~~health ~~correct~~and wellness industry using its proprietary extraction technology and the extraction facility.

~~BUSINESS~~Many botanical extracts have demonstrated varying degrees of health benefits, and many pharmaceutical drugs are either derived directly from plant extracts or are synthetic analogs of phytonutrient molecules. Green tea leaf, for example, has shown promising in-vitro and animal model results as an antioxidant, with hundreds of different published studies demonstrating its potential usefulness in weight loss, anti-viral, anti-cancer, and anti-parasitic applications, amongst others.

~~Plandaí~~The Company ~~Biotechnology,~~has ~~Inc., (~~commercialized the ~~“Company”)~~Phytofare ~~through~~® ~~its~~catechin ~~acquisition~~complex ofand ~~Global~~is ~~Energy~~currently ~~Solutions,~~developing ~~Ltd~~the Phytofare ® limonoid glycoside complex. ~~and~~The ~~its~~catechin ~~subsidiaries,~~complex ~~focuses~~is derived from green tea harvested locally on the ~~farming of~~Senteeko ~~whole~~Tea ~~fruits~~Estate in Mpumalanga, ~~vegetables~~South Africa, and ~~live~~then ~~plant~~processed ~~material~~on ~~and~~a state-of-the-art ~~production~~extraction offacility ~~proprietary~~constructed ~~functional~~onsite ~~foods~~using ~~and~~funds ~~botanical~~obtained ~~extracts~~from ~~for~~ the ~~health~~Land and ~~wellness~~Agriculture ~~industry~~Bank of South Africa. ~~Its~~The ~~principle~~facility ~~holdings~~became ~~consist~~operational ofin ~~land~~December 2014, ~~farms~~with ~~and~~initial ~~infrastructure~~sales commencing in May 2015. The limonoid glycoside product is extracted from lemons which are sourced from local orchards in South Africa and then produced in the same factory that makes the green tea product. The Phytofare® Limonoid Glycoside Complex is scheduled be introduced to the market in late 2016.

~~The Company was incorporated, as~~On ~~Jerry's Inc., in the State of Florida on November~~ August 30, ~~1942. The Company catered airline flights and operated coffee shops~~2013, ~~lounges and~~Plandaí ~~gift~~entered ~~shops~~into ata ~~airports~~license ~~and~~agreement ~~other~~with ~~facilities~~North-West ~~located~~University in ~~Florida~~Potchefstroom, ~~Alabama~~South ~~and~~Africa, ~~Georgia. The Company's airline catering services~~which ~~included~~granted the ~~preparation of meals in kitchens located at, or adjacent to, airports and the distribution of meals and beverages for service on commercial airline flights. The~~ Company ~~also provided certain ancillary services, including, among others,~~ the ~~preparation of~~exclusive ~~beverage~~right service carts, the unloading and cleaning of plates, utensils and other accessories arriving on incoming aircraft, and the inventory management and storage of airline-owned dining service equipment. In March of 2004 we moved our domicile to ~~Nevada and~~use ~~changed our name to Diamond Ranch Foods, Ltd. Diamond Ranch Foods, Ltd. was engaged in~~ the ~~meat~~University’s ~~processing~~Pheroid ~~and~~® ~~distribution industry.~~technology ~~Operations consisted of packing, processing, custom meat cutting, portion controlled meats, private labeling, and distribution of our products~~ to aproduce ~~diversified customer base, including, but not limited to; in~~nano-~~home~~entrapped ~~food service businesses, retailers, hotels,~~botanical ~~restaurants~~extracts ~~and~~for ~~institutions,~~human ~~deli~~ and ~~catering~~animal ~~operators, and industry suppliers~~use. OnThe ~~November 17, 2011, the~~ Company, ~~through~~believes ~~its wholly-owned~~that ~~subsidiary,~~this ~~Plandaí~~technology ~~Biotechnologies,~~will ~~Inc.~~enable ~~consummated~~it ato ~~share~~develop ~~exchange~~products with ~~Global~~much ~~Energy~~higher ~~Solutions Corporation~~absorption ~~Limited,~~coefficients ~~an Irish corporation. Under the terms of the Share Exchange, GES received 76,000,000 shares of Diamond Ranch that had been previously issued to Plandaí Biotechnologies, Inc.~~ in ~~exchange~~both ~~for~~topical ~~100%~~use ~~of the issued~~ and ~~outstanding~~oral ~~capital of GES~~consumption. ~~On November 21, 2011, the Company filed an amendment to the articles of incorporation to change the name of the Company to Plandaí Biotechnology, Inc.~~

~~Plandaí~~During the ~~and~~previous ~~its~~year, ~~subsidiaries~~the ~~focus~~Company ~~on the~~completed ~~development~~two ~~and~~separate ~~production~~human ofstudies ~~proprietary~~designed ~~botanical~~to ~~extracts~~test ~~for~~both the ~~nutraceutical~~efficacy and ~~pharmaceutical~~bioavailability ~~industries. The Company grows much~~ of ~~the live plant material used in~~ its ~~products~~Phytofare ® oncatechin ~~a 3,237 hectare (approx~~complex. ~~8,000~~The ~~acre)~~first ~~estate~~study itwas ~~operates~~a ~~under~~topical atrial ~~49-year notarial~~designed ~~lease~~to inevaluate the ~~Mpumalanga~~effectiveness ~~region~~ of ~~South~~the ~~Africa.~~extract ~~Plandaí~~on ~~uses~~treating skin aconditions ~~proprietary~~associated ~~extraction~~with ~~process~~aging. ~~that~~Specifically, isthe ~~designed to~~study ~~yield~~evaluated ~~highly~~changes ~~bioavailable~~in ~~products~~skin ofelasticity, ~~pharmaceutical-grade~~skin ~~purity.~~roughness ~~The~~and ~~first~~scaliness, ~~product~~and skin ~~brought~~hydration toand ~~market~~found ~~was~~that Phytofare~~™ Catechin~~ ~~Complex,~~® ademonstrated ~~green-tea~~statistically ~~derived~~significant ~~extract~~benefits ~~that~~over ~~has~~placebo ~~multiple~~in ~~potential~~all ~~wellness~~areas ~~applications. Additional extracts utilizing~~except ~~citrus,~~skin ~~artemisia~~elasticity, ~~and~~for ~~cannabis~~which ~~are~~the inlength ~~various stages~~ of ~~development~~the ~~and~~study ~~testing.~~was ~~The~~determined ~~Company’s~~to ~~principle~~be ~~holdings~~too ~~consist of~~short ~~land,~~to ~~farms~~render ~~and~~statistically ~~infrastructure~~reliable ~~in South Africa~~data.

The second ~~Company’s~~clinical ~~production~~study, ~~facility~~completed in by North-West University, Potchefstroom, South Africa, ~~received~~tested ~~its~~the ~~certificate~~oral bioavailability of ~~occupancy~~Phytofare ® ~~and~~catechin ~~operations~~complex onin ~~December~~human ~~31, 2014~~subjects. ~~During~~The ~~the~~test ~~fourth~~results ~~quarter~~indicated ofthat ~~fiscal~~five ~~2015,~~times more Phytofare® extract was present in the ~~Company~~blood ~~began~~with ~~shipping~~all ~~product~~eight tocatechins ~~customers~~detected ~~and~~compared ~~recording~~with ~~sales.~~just ~~However,~~two acatechins ~~hailstorm~~from ~~during~~ the ~~quarter~~generic ~~destroyed~~green atea ~~large~~extract. In addition, after ~~percentage~~24 hours, the blood levels of catechins from the ~~tea~~Phytofare ~~crop~~® ~~and~~extract ~~there~~were ~~was~~still ~~insufficient~~higher ~~time~~than ~~remaining~~the inhighest level attained by the ~~growing~~generic, ~~season~~which, toafter ~~yield~~six ~~another~~hours, ~~harvest~~had disappeared from the blood. AsThis astudy ~~result,~~confirmed that Phytofare ® catechin ~~sales~~complex ~~for~~delivers ~~the~~more ~~final~~catechins ~~quarter~~to ~~through~~the ~~December~~blood ~~31,~~than ~~2014~~generic ~~were~~extract ~~limited.~~and ~~Production~~that ~~recommenced~~those incatechins ~~October~~remain ~~2015~~present ~~with~~and ~~the~~viable ~~commencement of~~at ~~harvest~~least ~~season~~four times longer.

The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts, combined with projected sales for fiscal 2016, will generate sufficient cash flows from future operations to pay the Company's obligations and realize positive cash flow. There is no assurance any of these transactions will occur14

WeThe Company ~~will~~is ~~continue~~actively topursuing ~~seek~~research toon ~~raise~~ additional ~~capital~~botanical ~~through~~extracts ~~the~~that ~~sale~~have ofknown ~~common~~or ~~stock~~suspected topharmaceutical ~~fund~~properties. ~~the~~This ~~expansion~~research includes ofdeveloping ~~our~~a non-psychoactive cannabinoid extract through the Company’s wholly owned subsidiary, Plandaí Biotechnology- Uruguay, SA. ~~There~~This ~~can~~company behas noconcluded ~~assurance~~its ~~that~~initial ~~we will~~investigative beresearch ~~successful~~with inlive ~~raising~~cannabis ~~the~~flower ~~capital~~and ~~required~~leaf and ~~without~~intends ~~additional~~to ~~funds~~engineer a wepilot ~~would~~scale besystem ~~unable~~for toprocessing ~~expand~~and ~~our~~recovering ~~plant, acquire~~the ~~other~~cannabinoid ~~companies,~~complex orin ~~further~~a ~~implement~~highly ~~our~~bioavailable ~~business~~format ~~plan~~without psychoactive effects. The Incompany ~~April~~was ~~2012,~~granted ~~through~~approval ~~our~~by ~~subsidiary~~the ~~companies,~~Uruguay weMinister ~~secured~~of Health in September 2014 to legally conduct cannabis research and development. In February 2015, a ~~100~~new ~~million~~decree ~~Rand~~imposed ~~(approximately~~the ~~$8.3~~further ~~million~~requirement atof ~~current~~an ~~rate~~additional license from the Institute for Regulation and Control of ~~exchange~~Cannabis (IRCCA). ~~financing~~In ~~with~~May 2015, Plandaí received the ~~Land~~license ~~and~~from ~~Agriculture~~IRCCA ~~Bank~~granting ofthe necessary approvals under the new ~~South~~laws ~~Africa~~and ~~which~~now permitting the research to move forward. The Phytofare ® cannabinoid complex will be ~~used~~subjected to ~~build~~chemical profiling, ~~infrastructure~~as ~~and~~well ~~further~~as ~~operations~~particle sizing and dosage. ~~During~~Independent ~~the~~in ~~nine~~vitro ~~months~~and ~~ended~~animal ~~March~~modelling ~~31,~~will ~~2016,~~support the project’s prime weobjective ~~borrowed~~by ~~$400,000~~scientifically ~~from~~investigating anin ~~unaffiliated~~animals ~~third~~efficient ~~party~~free-radical ~~under~~scavenging, demonstrating improvements to a ~~promissory~~variety ~~note~~of ~~due~~human physiological ~~and~~processes ~~payable~~including ~~July~~appetite, 1pain-sensation, ~~2016~~mood, and ~~earning interest~~memory. atDespite 6%the ~~per~~government ~~annum.~~approvals, Wethere ~~also~~are ~~sold~~still ~~8,514,600~~obstacles preventing ~~shares~~the continuation of ~~our~~the ~~restricted~~Company’s ~~common~~research; ~~stock~~namely, ~~for~~the ~~net~~inability ~~proceeds~~to ofimport ~~$293,660~~the seeds and other research materials necessary. ~~issued~~The ~~$290,000~~Company inis ~~convertible~~working ~~debentures~~with the Uruguay government to resolve these issues and research will recommence once resolved.

17COMPETITION

~~PRODUCTS~~The Company ~~AND~~faces ~~SERVICES~~competition from a variety of sources. There are several large producers of farm products including green tea and there are numerous companies that develop and market nutraceutical products that include bio-available compounds including those from green tea and citrus extracts. Many of these competitors benefit from established distribution, market-ready products, and greater levels of financing. Plandaí intends to compete by producing higher quality and higher concentration extracts, producing at lower costs, and controlling a vertically integrated market that includes all stages from farming through production and marketing. The Company’s unique patent-pending technology, combined with the patented Pheroid ® technology, should provide several unique market advantages in the form of higher absorption, increased bioavailability, and lower dosage requirements.

Plandaí has a proprietary technology that extracts a high level of bio-available compounds and phytonutrients from organic matter, including green tea leaves, citrus and many other plants. Various tests have been conducted over the past ten years using this technology to generate functional chemical compounds possessing nutritive properties that act effectively as preventive agents in the healthcare field. Polyphenols from green tea are an excellent source of antioxidant and anti-carcinogenic substances. The Company leases 3,237 hectares (approx. 8,000 acres) of agriculture land in Mpumalanga, South Africa, under a 49-year notarial lease, which includes over a thousand acres of cultivated green tea. In addition, the Company has recently completed a 100,000 sq. ft. state-of-the-art extraction facility on site which came online in December 2014. Plandaí intends to use its plantation leases to focus on the farming of whole fruits, vegetables and live plant material and the production of proprietary botanical extracts for the health and wellness industry using its proprietary extraction technology and the extraction facility.CUSTOMERS

~~Many~~Plandaí markets ~~botanical~~its ~~extracts~~products ~~have~~through ~~demonstrated~~distribution ~~varying degrees~~companies ofwho ~~health~~the ~~benefits,~~sell ~~and~~to ~~many~~various ~~pharmaceutical~~nutraceutical ~~drugs~~and ~~are~~supplement ~~either~~companies ~~derived~~that ~~directly~~require ~~from~~high-quality bio-available ~~plant~~ extracts orfor ~~are~~their ~~synthetic~~products. ~~analogs of~~In ~~phytonutrient~~certain ~~molecules.~~countries ~~Green~~where ~~tea~~it ~~leaf,~~is ~~for~~economically ~~example~~feasible, ~~has~~Plandaí ~~shown~~sells ~~promising~~direct ~~in-vitro~~to nutraceutical and ~~animal~~supplement ~~model~~manufacturers. ~~results~~The asCompany anpresently ~~anti-oxidant, with~~has ~~hundreds~~distribution ofagreements ~~different~~with ~~published~~representation ~~studies~~worldwide ~~demonstrating~~and ~~its~~also ~~potential~~sells ~~usefulness~~direct ~~in weight loss, anti-viral, anti-cancer, and~~to ~~anti-parasitic~~customers ~~applications,~~in ~~amongst~~South ~~others~~Africa.

~~The Company has commercialized the Phytofare®~~RESULTS ~~catechin~~OF ~~complex~~OPERATIONS ~~and~~FOR isTHE ~~currently~~THREE ~~developing~~MONTHS ~~the~~ENDED ~~Phytofare® limonoid glycoside complex. The catechin complex is derived from green tea harvested locally on the Senteeko Tea Estate in Mpumalanga~~SEPTEMBER 30, ~~South Africa~~2016, ~~and~~AND ~~then processed on a state-of-the-art extraction facility constructed onsite using funds obtained from the Land and Agriculture Bank of South Africa. The facility became operational in December 2014~~SEPTEMBER 30, ~~with initial sales commencing in May~~ 2015. The limonoid glycoside product is extracted from lemons which are sourced from local orchards in South Africa and then produced in the same factory that makes the green tea product. The Phytofare® Limonoid Glycoside Complex is scheduled be introduced to the market in late 2016.

On August 30, 2013, Plandaí entered into a license agreement with North-West University in Potchefstroom, South Africa, which granted the Company the exclusive right to use the University’s Pheroid® technology to produce nano-entrapped botanical extracts for human and animal use. The Company believes that this technology will enable it to develop products with much higher absorption coefficients in both topical use and oral consumption.SALES

~~During~~ For the ~~previous~~three ~~year,~~months ~~the~~ended ~~Company~~September 30, ~~completed two~~2016, ~~separate~~revenues ~~human~~were ~~studies~~$80,820 ~~designed~~compared to ~~test~~revenues ~~both~~of ~~the~~$40,831 ~~efficacy~~for ~~and~~the ~~bioavailability~~quarter ofended ~~its Phytofare® catechin complex.~~September 30, ~~The~~2015. ~~first~~Sales ~~study~~for ~~was~~the a2016 ~~topical~~quarter ~~trial~~included ~~designed~~sales toof ~~evaluate~~Phytofare, ~~the~~® ~~effectiveness~~timber offrom the ~~extract~~Company’s ontea ~~treating~~estate ~~skin~~in ~~conditions~~South ~~associated~~Africa, ~~with~~and ~~aging.~~revenues ~~Specifically,~~from the ~~study~~on-site ~~evaluated~~store. ~~changes~~Sales in ~~skin~~2015 ~~elasticity,~~included ~~skin~~timber ~~roughness~~from ~~and~~the ~~scaliness,~~Company’s ~~and~~tea ~~skin~~estate ~~hydration and found that Phytofare® demonstrated statistically significant benefits over placebo~~ in ~~all~~South ~~areas~~Africa ~~except~~and ~~skin~~revenues ~~elasticity,~~from ~~for which~~ the ~~length~~on-site ~~of the study was determined to be too short to render statistically reliable data~~store.

The second clinical study, completed by North West University, Potchefstroom, South Africa, tested the oral bioavailability of Phytofare® catechin complex in human subjects. The test results indicated that five times more Phytofare® extract was present in the blood with all eight catechins detected compared with just two catechins from the generic green tea extract. In addition, after 24 hours, the blood levels of catechins from the Phytofare® extract were still higher than the highest level attained by the generic, which, after six hours, had disappeared from the blood. This study confirmed that Phytofare® catechin complex delivers more catechins to the blood than generic extract and that those catechins remain present and viable at least four times longer.EXPENSES

~~The Company is actively pursuing~~Our ~~research~~total onexpenses ~~additional~~for ~~botanical~~the ~~extracts~~three ~~that~~months ~~have~~ended ~~known~~September 30, ~~or suspected pharmaceutical properties. This research includes developing a non-psychoactive cannabinoid extract through the Company’s wholly-owned subsidiary~~2016, ~~Plandaí Biotechnology-~~were ~~Uruguay~~$800,015 ~~SA.~~as ~~This~~compared ~~company has concluded its initial investigative research with live cannabis flower and leaf and intends~~ to ~~engineer~~$919,996 ~~a pilot scale system~~ for ~~processing and recovering~~ the ~~cannabinoid~~three ~~complex~~months inended ~~a highly bioavailable~~September 30, ~~format without psychoactive effects~~2015. The ~~company~~decrease was ~~granted~~due ~~approval by the Uruguay Minister of Health in September 2014~~ to ~~legally~~ ~~conduct cannabis research and development. In February 2015,~~ a ~~new~~decrease ~~decree~~in ~~imposed~~professional ~~the~~services ~~further requirement~~ of ~~an additional license from the Institute for Regulation and Control of Cannabis (IRCCA). In May 2015~~$99, Plandaí received the license from IRCCA granting the necessary approvals under the new laws and now permitting the research to move forward. The Phytofare® cannabinoid complex will be subjected to chemical profiling082, asa ~~well~~decrease ~~as particle sizing and dosage. Independent~~ in ~~vitro~~production ~~and~~costs ~~animal modelling will support the project’s prime objective by scientifically investigating in animals efficient free-radical scavenging, demonstrating improvements to a variety~~ of ~~human physiological processes including appetite~~$35, ~~pain-sensation~~710, ~~mood,~~ and ~~memory.~~a ~~Despite the government approvals, there are still obstacles~~decrease ~~preventing~~in ~~the~~payroll ~~continuation~~ of ~~the Company’s research; namely~~$60, ~~the inability to import the seeds and other research materials necessary~~795. ~~The Company is working with the Uruguay government to resolve these issues and research will recommence once resolved.~~

18OTHER INCOME & EXPENSES

~~COMPETITION~~Other Income and Expenses for the three months ended September 30, 2016, included a $70,995 change in derivative liability and an interest expense of ($481,939), as compared to an interest expense of (309,880) for the same period in 2015. The increase resulted from the Company having substantially greater interest-bearing debt in 2016 versus 2015.

The Company faces competition from a variety of sources. There are several large producers of farm products including green tea and there are numerous companies that develop and market nutriceutical products that include bio-available compounds including those from green tea and citrus extracts. Many of these competitors benefit from established distribution, market-ready products, and greater levels of financing. Plandaí intends to compete by producing higher quality and higher concentration extracts, producing at lower costs, and controlling a vertically integrated market that includes all stages from farming through production and marketing. The Company’s unique patent-pending technology, combined with the patented Pheroid® technology, should provide several unique market advantages in the form of higher absorption, increased bioavailability, and lower dosage requirements.15

~~CUSTOMERS~~LIQUIDITY AND CAPITAL RESOURCES

~~Plandaí~~For the ~~markets~~three ~~its~~months ~~products~~ended ~~through distribution~~September 30, ~~companies~~2016, ~~who~~ the ~~sell~~Company used cash in operating activities totaling (159,275), which was primarily attributable to ~~various~~a ~~nutriceutical~~loss ~~and~~from ~~supplement~~operations ~~companies~~of ~~that~~(1,110,452) ~~require~~offset ~~high-quality~~against ~~bio~~several non-~~available~~cash ~~extracts~~expense items such as depreciation of 133,054, stock issued for ~~their~~services ~~products.~~of In$282,401, ~~certain~~capitalized ~~countries~~lease ~~where~~obligation itof is$84,557, ~~economically~~and ~~feasible~~interest expense of $481,939 ~~Plandaí~~which ~~sells~~was ~~direct~~added to ~~nutriceutical~~the loan balance. Additionally, the loss was offset by changes in assets and ~~supplement manufacturers~~liabilities accounts. ~~The~~Cash ~~Company~~used ~~presently~~in ~~has~~investing ~~distribution~~activities ~~agreements~~was ($51,209), ~~with~~which ~~representation~~consisted ~~worldwide~~of ~~and~~the ~~also~~purchase ~~sells~~of ~~direct~~fixed toassets. ~~customers~~Cash provided by financing activities was $163,000 generated by third party inloans, ~~South~~the ~~Africa~~issuance of convertible debt, the sale of common stock.

~~RESULTS~~As of OFSeptember 30, ~~OPERATIONS~~2016, ~~FOR~~the ~~THE~~Company ~~THREE~~had ~~MONTHS~~current assets of $159,880 compared to current liabilities of $17,504,103. Current liabilities ~~ENDED~~include ~~MARCH~~accounts 31payable and accrued liabilities of $697,188, ~~2016~~and ~~AND~~accrued ~~2015~~interest of $855,746. Included in current liabilities is $14,946,641 of long-term debt that has been reclassified as current due to the Company being out of compliance with certain loan covenants.

~~SALES~~PLAN OF OPERATION

~~For~~The Company’s ~~the~~long-term ~~three~~existence ~~months~~is ~~ended~~dependent ~~March~~upon ~~31, 2016,~~our ~~revenues~~ability ~~were~~to ~~$100,295~~execute ~~compared~~our operating plan and to ~~revenues~~obtain additional debt or equity financing to fund payment of ~~$21,744~~obligations and provide working capital for operations. In April 2012, the ~~quarter~~Company ~~ended~~through ~~March~~majority-owned subsidiaries 31of Dunn Roman Holdings Africa (Pty) Limited, ~~2015.~~executed ~~Sales~~a loan for 100 million Rand (approx. $6.5 million at current rate of exchange) financing with the ~~2016~~Land ~~quarter~~and ~~included~~Agriculture Bank of South Africa and began rehabilitating the Senteeko Tea Estate so that it ~~sales~~can begin producing up to 20 metric tons of ~~Phytofare®,~~tea ~~timber~~leaf ~~from~~per day commencing with the September 2015 growing season. The Company’s ~~tea~~also completed ~~estate~~construction inof ~~South~~the ~~Africa,~~factory and ~~revenues~~associated ~~from~~equipment necessary to begin the extraction process on~~-site~~ ~~store~~live botanical matter, including green tea and citrus, with the factory becoming operational in December 2014. The facility commenced processing green tea material ~~Sales~~for its Phytofare™ Catechin Complex in January 2015 ~~included~~and ~~timber~~sales commenced in May 2015. In addition, the Company borrowed $6,900,000 from an unrelated third party and sold shares of restricted common stock to raise operating capital. Management anticipates that, over the coming several months, the Company’s ~~tea~~will ~~estate~~continue to need additional investment in ~~South~~the ~~Africa~~form ~~and~~of ~~revenues~~either debt or proceeds from the ~~on-site~~sale ~~store~~of stock until such time as it can generate sufficient cash flow from the sale of its products.

~~EXPENSES~~CRITICAL ACCOUNTING POLICIES

~~Our~~The preparation ~~total~~of ~~expenses~~our ~~for~~financial ~~the~~statements ~~three~~in ~~months~~conformity ~~ended March~~with ~~31,~~accounting ~~2016~~principles ~~were~~generally ~~$825,194~~accepted ~~compared~~in tothe ~~$6,011,002~~United ~~for~~States ~~the~~requires ~~same~~us to ~~period~~make ofestimates ~~the~~and ~~prior~~judgments ~~year.~~that ~~The~~affect ~~primary~~our ~~decrease~~reported ~~resulted~~assets, ~~from~~liabilities, ~~to a~~revenues, ~~reduction~~and inexpenses, ~~Salaries~~ and ~~Wages~~the ~~($225,478~~disclosure inof ~~2016~~contingent assets ~~compared~~and toliabilities. ~~$5,079,803~~We inbase ~~2015),~~our ~~which~~estimates isand ~~attributed~~judgments toon ahistorical ~~greater~~experience ~~number~~and ~~of shares~~on ~~issued~~various ~~for~~other ~~services~~assumptions inwe ~~the~~believe ~~prior~~to ~~year~~be reasonable ~~quarter,~~under the ~~majority~~circumstances. ofFuture ~~which~~events, ~~related~~however, tomay adiffer ~~one-time~~markedly ~~stock~~from ~~bonus~~our ~~paid~~current toexpectations ~~the~~and ~~Company’s~~assumptions. While ~~Chief~~there ~~Executive~~are ~~Officer.~~a Innumber ~~addition,~~of ~~General~~significant ~~and~~accounting ~~Administrative~~policies ~~expenses~~affecting ~~decreased~~our ~~from~~financial ~~$514~~statements,~~834~~ towe ~~$193,399,~~believe ~~attributable~~the ~~to shares~~following ~~issued~~critical ~~for~~accounting policies ~~consulting~~involve ~~services~~the inmost ~~the~~complex, ~~quarter~~difficult, ~~ended~~and ~~March~~subjective ~~31,~~estimates ~~2015~~and judgments.

~~OTHER INCOME & EXPENSES~~Revenue recognition

~~Other~~The Company ~~Income~~derives ~~and~~its ~~Expenses~~revenue ~~for~~from the ~~three~~production ~~months ended~~and ~~March~~sale ~~31,~~of ~~2016~~bioavailable ~~included~~extracts ~~$375,242~~in ~~related~~both toraw ~~interest~~material ~~expense~~and finished product form. ~~Interest~~Revenues are ~~expense~~recognized when product is ordered and delivered. Product shipped on consignment is not counted in ~~2015~~revenue ~~was~~until ~~$296,292~~sold. The ~~increase resulted~~Company also generates revenues from the ~~Company~~sales ~~having~~of ~~substantially~~timber ~~greater~~and ~~interest-bearing~~produce ~~debt~~generated inon ~~2016~~its ~~versus~~estate ~~2015~~in South Africa. ~~Other~~Such ~~Income~~revenues inare recorded when the ~~three~~timber ~~months~~is ~~ended March~~transferred 31to the customer, ~~2015~~which ~~consisted~~generally coincides with the receipt of ~~$12~~payment. Finally,~~765~~ ~~received~~the asCompany anreceives ~~insurance~~income from ~~settlement~~a general store operated for the convenience of workers who live on-site.

~~RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2016 AND 2015~~16

~~SALES~~Intangible and Long-Lived Assets

~~For~~We follow ~~the~~Financial ~~nine~~Accounting ~~months~~Standards ~~ended~~Board ~~March 31,~~(“FASB”) ~~2016~~Accounting Standards Codification (“ASC”) Topic 360, ~~revenues~~“Property Plant ~~were~~and ~~$197~~Equipment”,~~798~~ ~~compared~~which establishes a “primary asset” approach to ~~revenues~~determine ofthe ~~$64,024~~cash flow estimation period for a group of assets and liabilities that represents the ~~period~~unit ~~ended~~of ~~March~~accounting ~~31,~~for ~~2015~~a long-lived asset to be held and used. ~~Sales~~Long-lived assets to be held and used are reviewed for ~~2016~~impairment ~~quarter~~whenever events or changes in circumstances indicate that the carrying amount of an asset ~~included~~may ~~sales~~not be recoverable. The carrying amount of ~~Phytofare®,~~a ~~timber~~long-lived ~~from~~asset is not recoverable if it exceeds the ~~Company’s~~sum ~~tea~~of ~~estate~~the inundiscounted ~~South~~cash ~~Africa,~~flows expected ~~and~~to ~~revenues~~result from the onuse and eventual disposition of the asset. Long-~~site~~lived ~~store~~assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. ~~Sales~~The inCompany ~~2015~~evaluates ~~included~~its ~~timber~~long-lived ~~from~~assets on an annual basis to determine if there is an impairment on useful life or the ability of the Company’s ~~tea~~to ~~estate~~realize insufficient ~~South~~economic ~~Africa~~value ~~and~~over ~~revenues~~the ~~from~~course of the remaining useful onlife. The Company most recently evaluated its long-~~site~~lived ~~store~~assets in connection with the preparation of its annual financial statements for the year ended June 30, 2015, and determined that there was no impairment.

19Intangible assets are accounted for in accordance with ASC Topic 350, “Intangibles – Goodwill and Other”. We assess the impairment of long-lived assets on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel. The share exchange did not result in the recording of goodwill and there is not currently any goodwill recorded. In February 2014, the Company purchased a license from Diego Pellicer in exchange for warrants to purchase shares of the Company’s common stock. The value of such warrants was capitalized as a License; however, since the Company has thus far not produced and sold a product that would benefit from the license, a reserve of 100% was recorded against the license.

~~EXPENSES~~Potential Derivative Instruments

~~Our total expenses for the nine months ended~~We ~~March~~periodically ~~31,~~assess ~~2016~~our ~~were~~financial ~~$2,488,917~~and ~~compared~~equity instruments to ~~$8,434,432~~determine ~~for~~if ~~the~~they ~~same~~require ~~period~~derivative ~~of the prior year~~accounting. ~~The~~Instruments ~~primary decrease is in Salaries and Wages,~~ which ~~decreased~~may ~~from $6,128,980 to $623,318. Payroll costs in 2015 included a greater value in shares issued for services~~potentially ~~rendered~~require byderivative ~~employees,~~accounting ~~the~~are ~~majority~~conversion features of ~~which~~debt ~~related~~and tocommon ~~a one-time~~ stock ~~bonus~~equivalents ~~paid to the Company’s Chief Executive Officer. Professional Services decreased from $455,161 to $182,714, a decrease primarily attributable to lower legal costs~~ in ~~2016.~~excess ~~These decreases~~of ~~were~~available ~~partially~~authorized ~~offset~~common ~~by an increase in Depreciation Expenses, which increased from $139,517 to $393,678 resulting from commencing depreciation on the factory once it was placed in service January 1, 2015~~shares.

~~OTHER~~Off-Balance Sheet ~~INCOME & EXPENSES~~Arrangements

~~Other Income and Expenses for the nine months~~We ~~ended~~have ~~March~~no ~~31, 2016 included $1,005,996 related to interest expense. Interest expense in 2015 was $552,334. The increase resulted from the Company having substantially greater interest~~off-~~bearing~~balance ~~debt~~sheet ~~in 2016 versus 2015~~arrangements. During the nine months ended March 31, 2016, the Company also recorded $273,922 in Other Income generated primarily from a grant from the South African government, which was a one-time, non-contingent award based on the Company having created new jobs in the sector. During the nine months ended March 31, 2015, the Company recorded $777,724 in Other Income generated from the proceeds on a settlement in a labor dispute.

~~LIQUIDITY AND CAPITAL RESOURCES~~ Non-Controlling Interest

~~For~~Plandaí owns ~~the~~100% ~~nine~~of ~~months~~Dunn ~~ended~~Roman ~~March 31~~Holdings—Africa, ~~2016, the~~which ~~Company used cash~~ in ~~operating~~turn ~~activities~~owns ~~totaling~~74% ~~$828,813,~~of ~~which~~Breakwood ~~was~~Trading ~~primarily~~22 ~~attributable~~(Pty, toLtd. aand ~~loss~~84% ~~from~~Green ~~operations~~Gold ofBiotechnologies $3(Pty),~~015~~ Ltd.,~~116~~ ~~offset~~in ~~against~~order ~~several~~to ~~non-cash~~be ~~expense~~compliant ~~items~~with ~~such~~the asBlack ~~depreciation~~Economic ofEmpowerment ~~$393,678,~~rules ~~stock~~imposed ~~issued~~by ~~for~~the ~~services~~South ofAfrican ~~$273,350, deferred~~Land ~~lease~~Bank. ~~obligation~~While ofthe ~~$250~~Company,~~853,~~ under ~~and~~the ~~interest~~Equity ~~expense~~Method of ~~$559~~Accounting,~~529~~ ~~which~~is ~~was~~required ~~added~~ to ~~the~~consolidate ~~loan~~100% ~~balance.~~of ~~Additionally,~~ the ~~loss~~ ~~was~~operations ~~offset~~of byits ~~changes~~majority-owned insubsidiaries, ~~assets~~that ~~and~~portion of ~~liabilities~~subsidiary ~~accounts.~~net ~~Cash~~equity ~~used~~attributable into ~~investing~~the ~~activities~~minority ~~was $11~~ownership,~~379,~~ ~~which~~together ~~consisted~~with ~~of the~~an ~~purchase~~allocated portion of ~~fixed~~net ~~assets.~~income ~~Cash~~or ~~provided~~net loss incurred by ~~financing~~the ~~activities~~subsidiaries, ~~was~~must ~~$865,177~~be ~~generated~~reflected byon ~~third~~the ~~party~~consolidated ~~loans~~financial ofstatements. ~~$400,000,~~On the ~~issuance~~ ofbalance ~~$275~~sheet,~~000~~ inminority ~~convertible~~interest ~~debt,~~has ~~the~~been ~~sale~~shown in ofthe ~~common~~Equity ~~stock of $293~~Section,~~660,~~ ~~and~~separated from the ~~issuance~~equity of aPlandaí, ~~note~~while ~~payable~~on tothe aincome ~~related party~~statement, ofthe ~~$50,526,~~non-controlling ~~all~~shareholder allocation of ~~which~~net ~~was~~loss ~~offset~~has bybeen ~~the~~shown ~~repayment~~in ofthe ~~long-term~~Consolidated ~~debt~~Statement of ~~$154,009~~Operations.

~~As of March 31, 2016, the Company had~~Currency ~~current~~Translation assets of $176,350 compared to current liabilities of $15,438,443. Current liabilities include accounts payable and accrued liabilities of $476,349, and accrued interest of $598,410. Included in current liabilities is $13,942,020 in notes payable, of which $4,694,576 is long-term debt that has been reclassified as current due to the Company being out of compliance with certain loan covenants.Adjustment

~~PLAN~~The Company OFmaintains ~~OPERATION~~all of its operations in South Africa, where the currency is the Rand. The subsidiary financial statements are therefore converted into US dollars prior to consolidation with the parent entity, Plandaí Biotechnology, Inc. US GAAP requires that the weighted average exchange rate be applied to the foreign income statements and that the closing exchange rate as of the period end date be applied to the balance sheet. The cumulative foreign currency adjustment is included in the equity section of the balance sheet. Since most of our assets and operations are in South Africa, as the dollar strengthens in comparison to the Rand, it reduces both the carrying value of our assets and the amount of our liabilities.

The Company's long-term existence is dependent upon our ability to execute our operating plan and to obtain additional debt or equity financing to fund payment of obligations and provide working capital for operations. In April 2012, the Company through majority-owned subsidiaries of Dunn Roman Holdings Africa (Pty) Limited, executed final loan ,documents on a 100 million Rand (approx. $6.5 million at current rate of exchange) financing with the Land and Agriculture Bank of South Africa and began rehabilitating the Senteeko Tea Estate so that it can begin producing up to 20 metric tons of tea leaf per day commencing with the September 2015 growing season. The Company has also completed construction of the factory and associated equipment necessary to begin the extraction process on live botanical matter, including green tea and citrus, with the factory becoming operational in December 2014. The facility commenced processing green tea material for its Phytofare™ Catechin Complex in January 2015 and sales commenced in May 2015. In addition, the Company borrowed $6,900,000 from an unrelated third party and sold shares of restricted common stock to raise operating capital. Management anticipates that, over the coming several months, the Company will continue to need additional investment in the form of either debt or proceeds from the sale of stock until such time as it can generate sufficient cash flow from the sale of its products.17

~~CRITICAL~~ITEM 3. QUANTITATIVE ~~ACCOUNTING~~AND ~~POLICIES~~QUALITIVE DISCLOSURES ABOUT MARKET RISK RISKS RELATED TO OUR BUSINESS

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

20We have historically lost money. The Company has historically lost money and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.

~~Revenue~~We Will ~~recognition~~Need to Raise Additional Capital to Finance Operations

~~The~~Our operations ~~Company~~have ~~derives~~relied ~~its revenue~~almost entirely on external financing to fund our operations. Such financing has historically come from ~~the~~a ~~production~~combination of borrowings and from the sale of ~~bioavailable~~common ~~extracts~~stock inand ~~both~~assets ~~raw~~to ~~material~~third ~~and~~parties. ~~finished~~We ~~product~~will ~~form.~~need ~~Revenues~~to ~~are~~raise ~~recognized when~~additional ~~product~~capital isto ~~ordered~~fund our anticipated operating expenses and ~~delivered~~future expansion. ~~Product~~Among ~~shipped~~other onthings, ~~consignment~~external isfinancing ~~not~~will ~~counted~~be inrequired ~~revenue~~to ~~until~~cover ~~sold.~~our ~~The~~operating ~~Company~~costs. ~~also~~We ~~generates~~cannot ~~revenues~~assure you that financing whether from ~~the~~external ~~sales~~sources ofor ~~timber~~related ~~and~~parties ~~produce~~will ~~generated~~be onavailable ~~its~~if ~~estate~~needed inor ~~South~~on ~~Africa~~favorable terms. ~~Such~~The ~~revenues~~sale of ~~are~~our ~~recorded~~common ~~when~~stock ~~the~~to ~~timber is~~raise ~~transferred~~capital may cause dilution to ~~the~~our ~~customer,~~existing ~~which~~shareholders. ~~generally~~Our ~~coincides~~inability ~~with~~to obtain adequate financing will result in the ~~receipt~~need ofto ~~payment~~curtail business operations. ~~Finally,~~Any ~~the~~of ~~Company~~these ~~receives~~events ~~income~~would ~~from a~~be ~~general~~materially ~~store~~harmful ~~operated~~to ~~for~~our ~~the~~business ~~convenience~~and ofmay ~~workers~~result ~~who~~in a ~~live~~lower ~~on-site~~stock price.

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

~~We follow Financial Accounting~~The ~~Standards~~report ~~Board~~of ~~(“FASB”)~~our ~~Accounting~~independent ~~Standards~~accountants ~~Codification~~on ~~(“ASC”)~~our ~~Topic 360~~June 30, ~~“Property Plant and Equipment”~~2015, ~~which~~financial ~~establishes~~statements ainclude ~~“primary~~an ~~asset”~~explanatory ~~approach~~paragraph toindicating ~~determine the cash flow estimation period for a group~~that ofthere ~~assets~~is ~~and~~substantial ~~liabilities~~doubt ~~that~~about ~~represents~~our ~~the~~ability ~~unit~~to ofcontinue ~~accounting~~as ~~for~~ a ~~long~~going ~~lived~~concern ~~asset~~due to berecurring ~~held~~losses and ~~used.~~working ~~Long-lived~~capital ~~assets to~~shortages. ~~be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of~~Our anability ~~asset~~to ~~may~~continue ~~not~~as ~~be recoverable. The carrying amount of~~ a ~~long-lived~~going ~~asset~~concern iswill ~~not~~be ~~recoverable~~determined ifby itour ~~exceeds~~ability ~~the sum of the undiscounted cash flows expected~~ to ~~result~~obtain ~~from~~additional ~~the~~funding ~~use~~ and ~~eventual~~our ~~disposition~~ability ~~of the asset. Long-lived assets~~ to begenerated ~~disposed of are reported~~adequate atrevenues from the ~~lower~~sale of ~~carrying~~our ~~amount or fair value less cost to sell~~products. ~~The~~Our ~~Company~~financial ~~evaluates~~statements ~~its~~do ~~long-lived~~not ~~assets~~include onany anadjustments ~~annual~~that ~~basis to~~might ~~determine~~result iffrom ~~there is an impairment on useful life or~~ the ~~ability~~outcome of ~~the Company to realize sufficient economic value over the~~ ~~course~~this ~~of the remaining useful life~~uncertainty. The Company most recently evaluated its long-lived assets in connection with the preparation of its annual financial statements for the year ended June 30, 2015 and determined that there was no impairment.

~~Intangible assets are~~Our ~~accounted~~Common ~~for~~Stock inMay ~~accordance~~Be ~~with~~Affected ~~ASC~~by ~~Topic~~Limited ~~350,~~Trading ~~“Intangibles~~Volume ~~– Goodwill~~ and ~~Other”.~~May WeFluctuate assess the impairment of long-lived assets on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel. The share exchange did not result in the recording of goodwill and there is not currently any goodwill recorded. In February 2014, the Company purchased a license from Diego Pellicer in exchange for warrants to purchase shares of the Company’s common stock. The value of such warrants was capitalized as a License; however, since the Company has thus far not produced and sold a product that would benefit from the license, a reserve of 100% was recorded against the license.Significantly

~~Potential~~There has ~~Derivative~~been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock ~~Instruments~~will develop. As a result, this could adversely affect our shareholders’ ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

~~We periodically assess~~There ~~our~~is ~~financial~~no ~~and~~Assurance ~~equity~~of ~~instruments~~Continued toPublic ~~determine~~Trading ifMarket ~~they~~and ~~require~~Being ~~derivative~~a ~~accounting.~~Low-Priced ~~Instruments~~Security ~~which~~ may ~~potentially~~Affect ~~require derivative~~the ~~accounting~~Market ~~are~~Value ~~conversion features~~ of ~~debt~~Our ~~and common stock equivalents in excess of available authorized common shares.~~Stock

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

~~We have no off-balance sheet arrangements.~~18

~~Non~~-~~Controlling~~ ~~Interest~~the bid and offer price quotes in and for the “penny stock,” and the number of shares to which the quoted prices apply,

Plandaí owns 100% of Dunn Roman Holdings—Africa, which in turn owns 74% of Breakwood Trading 22 (Pty, Ltd. and 84% Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the Black Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-~~owned subsidiaries,~~ ~~that portion of subsidiary net equity attributable to~~ the ~~minority~~brokerage ~~ownership,~~firm’s ~~together~~compensation ~~with~~for ~~an allocated portion of net income or net loss incurred by~~ the ~~subsidiaries~~trade, must be reflected on the consolidated financial statements. On the balance sheet, minority interest has been shown in the Equity Section, separated from the equity of Plandaí, while on the income statement, the non-controlling shareholder allocation of net loss has been shown in the Consolidated Statement of Operations.and

21- the compensation received by the brokerage firm’s salesperson for the trade.

~~Currency~~In addition, ~~Translation~~the ~~Adjustment~~brokerage firm must send the investor:

~~The~~- ~~Company~~a ~~maintains~~monthly ~~significant~~account ~~operations in~~statement South Africa, where the currency is the Rand. The subsidiary financial statements are therefore converted into US dollars prior to consolidation with the parent entity, Plandaí Biotechnology, Inc. US GAAP requires that ~~the~~gives ~~weighted~~an ~~average~~estimate ~~exchange rate be applied to the foreign income statements and that the closing exchange rate as~~ of the ~~period~~value ~~end date be applied to the balance sheet. The cumulative foreign currency adjustment is included in the equity section~~ of ~~the~~each ~~balance~~“penny ~~sheet.~~stock” ~~Since most of our assets and operations are~~ in ~~South Africa, as~~ the ~~dollar~~investor’s ~~strengthens in comparison to the Rand~~account, ~~it reduces both the carrying value of our assets~~ and ~~the amount of our liabilities.~~

~~ITEM~~- 3.a ~~QUANTITATIVE~~written ~~AND~~statement ~~QUALITIVE~~of ~~DISCLOSURES~~the ~~ABOUT~~investor’s ~~MARKET~~financial ~~RISK~~situation ~~RISKS~~and ~~RELATED~~investment ~~TO OUR BUSINESS~~goals.

WeIf the ~~Have~~person ~~Historically~~purchasing ~~Lost~~the ~~Money~~securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer’s account by obtaining information concerning the customer’s financial situation, investment experience and ~~Losses~~investment ~~May~~objectives. ~~Continue~~The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission’s rules may limit the number ~~Future~~of potential purchasers of the shares of our common stock.

~~We have historically lost money. The~~Resale ~~loss~~restrictions ~~for~~on ~~the~~transferring ~~fiscal~~“penny ~~year~~stocks” ~~ended~~are ~~June~~sometimes ~~30,~~imposed ~~2015~~by ~~was~~some $9states,~~582,457~~ ~~and~~which ~~future~~may ~~losses~~make ~~are~~transaction ~~likely~~in toour ~~occur. Accordingly,~~stock more wedifficult and may ~~experience significant~~reduce ~~liquidity~~the ~~and~~value ~~cash~~of ~~flow~~the ~~problems~~investment. ifVarious westate ~~are~~securities ~~not~~laws ~~able~~pose torestrictions ~~raise~~on ~~additional~~transferring ~~capital~~“penny stocks” and as ~~needed~~a ~~and~~result, oninvestors ~~acceptable~~in ~~terms. No~~our ~~assurances~~common ~~can~~stock bemay ~~given~~have wethe ~~will~~ability beto ~~successful~~sell intheir ~~reaching~~shares orof ~~maintaining~~our ~~profitable~~common ~~operations~~stock impaired.

WeThere can ~~Will~~be ~~Need~~no toassurance ~~Raise~~we ~~Additional~~will ~~Capital~~have tomarket ~~Finance~~makers ~~Operations~~in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties. We ~~will need to raise additional capital to fund our anticipated operating~~ ~~expenses~~Could ~~and~~Fail ~~future expansion. Among other things, external financing will be required~~ to ~~cover~~Retain ~~our operating costs. We cannot assure you that financing whether from external sources~~ or ~~related~~Attract ~~parties~~Key will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.Personnel

~~There~~Our future issuccess ~~Substantial~~depends ~~Doubt~~in ~~About~~significant ~~Our~~part ~~Ability to~~on ~~Continue~~the ascontinued aservices ~~Going~~of ~~Concern~~Roger ~~Due~~Baylis-Duffield, our President. We cannot assure you we would be able to ~~Recurring~~find ~~Losses~~an ~~and~~appropriate ~~Working~~replacement ~~Capital~~for ~~Shortages,~~key ~~Which~~personnel. ~~Means~~Any ~~that~~loss Weor ~~May~~interruption ~~Not~~of Beour ~~Able~~key topersonnel’s ~~Continue~~services could ~~Operations~~adversely ~~Unless~~affect our ability to develop our business plan. We ~~Obtain~~have ~~Additional~~no ~~Funding~~employment agreements or life insurance on Mr. Duffield.

~~The report of our independent accountants on~~Nevada ~~our~~Law ~~June 30, 2015 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses~~ and ~~working capital shortages.~~ Our ~~ability~~Charter toMay ~~continue~~Inhibit as a ~~going concern~~Takeover ~~will be determined by our ability to obtain additional funding and our ability to generated adequate revenues from the sale~~ of ~~our products.~~ Our ~~financial~~Company ~~statements~~That doStockholders ~~not~~May ~~include~~Consider ~~any adjustments that might result from the outcome of this uncertainty.~~Favorable

~~Our~~Provisions of ~~Common~~Nevada ~~Stock~~law, ~~May~~such Beas ~~Affected~~its Bybusiness ~~Limited~~combination ~~Trading~~statute, ~~Volume~~may ~~and~~have the effect of delaying, deferring, or preventing a change in control ~~May~~of ~~Fluctuate~~our ~~Significantly~~Company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

~~There has been a limited public market for~~Farming ~~our common stock~~ and ~~there~~Agriculture ~~can~~Represents ~~be no assurance that an active trading market for our common stock will develop. As~~ a ~~result, this~~Significant ~~could~~Aspect adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our ~~common~~Operations ~~stock~~Which ~~without~~Can ~~regard~~Be toAffected ~~our~~by ~~operating~~Adverse ~~performance. In~~Weather addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.Conditions

22The manufacture of our products relies on the use of live plant material that requires our production facility to be located adjacent to the source of raw materials. Accordingly, it is impractical in most instances to import raw materials for production in the event natural disasters or adverse weather affects our crops. Hail, drought, flooding, and fires are potential risks in our area, any, or a combination of which could impact our ability to harvest raw materials and produce our extracts. We have been unable to obtain insurance covering crop failure or business interruption due to weather or disaster in South Africa and therefore do not carry this insurance coverage. As a result, if we are unable to harvest, it could have a material adverse effect on our ability to continue as a going concern.

~~There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock~~ 19

~~To date, there has been only a limited public market for our common stock.~~ Our ~~common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult~~ tooperations ~~dispose~~are ~~of,~~in orSouth toAfrica ~~obtain~~Which ~~accurate~~Does ~~quotations~~Not asPresently toHave ~~the~~Stable ~~market~~Utilities ~~value~~Infrastructure of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and ~~Penny~~Which ~~Stock~~Also ~~Reform~~Can ~~Act~~Be ofAffected ~~1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted~~ by ~~the SEC, any equity security that has a~~Escalating ~~market~~Labor ~~price~~Rates ofand ~~less~~Other than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:Overhead

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

~~- the brokerage firm's compensation for~~ITEM 4. ~~the~~CONTROLS ~~trade,~~AND ~~and~~PROCEDURES

~~- the compensation received by the brokerage~~Evaluation ~~firm's~~of ~~sales~~Disclosure ~~person~~Controls ~~for~~and ~~the trade.~~Procedures

InWe maintain ~~addition~~disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the ~~brokerage~~“Exchange ~~firm~~Act”) ~~must~~that ~~send~~are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the ~~investor:~~Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

-In designing aand ~~monthly~~evaluating ~~account~~disclosure ~~statement~~controls and procedures, management recognizes that ~~gives~~any controls and procedures, no matter how well andesigned ~~estimate~~and operated, can provide only reasonable, not absolute assurance of achieving the ~~value~~desired objectives. Also, the design of ~~each~~a control ~~"penny~~system ~~stock"~~must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the ~~investor's~~realities ~~account~~that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

-As of athe ~~written~~end ~~statement~~ of the ~~investor's~~period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial ~~situation~~officer, of the effectiveness of the design and ~~investment~~operation ~~goals~~of our disclosure controls and procedures using the COSO integrated framework. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2016 to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~If the person purchasing the securities is~~Changes someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in ~~financial~~Internal ~~matters~~Control toover beFinancial reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.Reporting

~~Resale restrictions on transferring "penny~~There ~~stocks"~~was ~~are~~no ~~sometimes~~change ~~imposed~~in byour ~~some~~internal ~~states,~~controls ~~which~~over ~~may~~financial ~~make~~reporting ~~transaction~~identified in ~~our~~connection ~~stock~~with ~~more~~the ~~difficult~~requisite ~~and~~evaluation ~~may~~that ~~reduce the value~~occurred ofduring ~~the~~our ~~investment.~~last ~~Various~~fiscal ~~state~~quarter ~~securities~~that ~~laws~~has ~~pose~~materially ~~restrictions on transferring "penny stocks" and as a result~~affected, ~~investors in~~or ~~our~~is ~~common~~reasonably ~~stock~~likely ~~may have the ability~~ to ~~sell~~materially ~~their~~affect, ~~shares of~~ our ~~common~~internal ~~stock~~control ~~impaired~~over financial reporting.

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.20

~~We Could Fail to Retain or Attract Key Personnel~~ PART II

~~Our future success depends in significant part on the continued services of Roger Baylis-Duffield, our President~~ITEM 1. ~~We cannot assure you we would be able to find an appropriate~~ ~~replacement~~LEGAL for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have no employment agreements or life insurance on Mr. Duffield. PROCEEDINGS

~~Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable~~ None.

~~Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our Company~~ITEM 1A. ~~As a result,~~ ~~these~~RISK ~~provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.~~FACTORS

23This item in not applicable as we are currently considered a smaller reporting company.

~~Farming and Agriculture Represents a Significant~~ITEM 2. ~~Aspect~~UNREGISTERED ofSALES ~~our~~OF ~~Operations~~EQUITY ~~Which~~SECURITIES ~~Can~~AND BeUSE ~~Affected~~OF ~~by Adverse Weather Conditions~~PROCEEDS

~~The manufacture of our products relies on the~~During ~~use of live plant material that requires our production facility to be located adjacent to~~ the ~~source~~three ofmonths ~~raw~~ended ~~materials.~~September 30, ~~Accordingly~~2016, it ~~is impractical in most instances to import raw materials for production in~~ the ~~event~~Company ~~natural~~issued ~~disasters or adverse weather affects our crops. Hail, drought, flooding and fires are potential risks in our area, any or~~ a ~~combination~~total of which could impact our ability to harvest raw materials and produce our extracts. We have been unable to obtain insurance covering crop failure or business interruption due to weather or disaster in South Africa and therefore do not carry this insurance coverage. As a result56, ~~if we are unable to harvest~~099,123 itshares ~~could~~of ~~have~~restricted acommon ~~material~~stock ~~adverse effect on our ability to continue~~ as ~~a going concern.~~follows:

~~Our~~a) ~~Primary~~The ~~Operations~~Company ~~are~~issued in25,840,000 ~~South~~restricted ~~Africa Which~~common ~~Does~~shares ~~Not~~for ~~Presently~~services ~~Have~~valued ~~Stable~~at ~~Utilities~~$282,400, ~~Infrastructure~~of ~~and~~which ~~Which~~7,000,000 ~~Also~~shares ~~Can~~were Beissued ~~Affected~~under bytwo ~~Escalating~~consulting ~~Labor~~agreements ~~Rates~~to third parties on July 1, 2016, and ~~Other Overhead~~18,840,000 were issued September 1, 2016, to pay accrued salaries to officers of the Company.

~~Our~~b) ~~production~~The ~~facility~~Company isissued ~~located in rural South Africa. In recent years~~30, ~~South Africa in general has suffered from an unstable utilities infrastructure that~~359,123 asrestricted ashares ~~result, can~~on ~~cause temporary power blackouts. Since our factory is connected to~~ the ~~municipal~~conversion ~~power grid, a loss~~ of ~~power~~notes ~~for~~payable ~~an extended period of time can result in the loss of any product currently in production. Repetitive instances of power loss could materially impact our ability to produce finished products~~ and ~~impact~~accrued ~~our~~interest ~~ability~~totaling ~~to continue as a going concern. We are in the process of installing backup generators to protect against power interruption~~$231, ~~but these will not be operational until later in 2016~~765. In addition, the South African legislation has the authority to regulate the wages paid to laborers and, in the past, has increased the base labor rates dramatically and without notice. While most of the labor we use is contracted through third parties, a sudden, significant increase in labor rates could have a short-term effect on our cost to produce finished goods and impact our cash flows.

ITEM 4 3. DEFAULTS ~~CONTROLS~~UPON ~~AND~~SENIOR ~~PROCEDURES~~SECURITIES

~~Evaluation of Disclosure Controls and Procedures~~ None.

~~We maintain disclosure controls and procedures~~ITEM 4. ~~(as~~MINING ~~defined~~SAFETY in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.DISCLOSURES

~~In designing and evaluating disclosure controls~~Not and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectivesapplicable. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures using the COSO integrated frameworkITEM 5. ~~Based upon that evaluation, management concluded that our disclosure controls and procedures~~ ~~are~~OTHER not effective as of March 31, 2016 to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.INFORMATION

24None.

~~Changes in Internal Control over Financial Reporting~~ 21

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingITEM 6. EXHIBITS

~~PART~~Plandaí Biotechnology, II Inc. includes herewith the following exhibits:

ITEM 1. LEGAL PROCEEDINGS

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

20.1

Declaration of Tad Mailander

31.1

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

31.2

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

32.1

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

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Included with Exhibit 32.1.

~~None.~~22

~~ITEM 1A. RISK FACTORS~~SIGNATURES

~~This~~In accordance ~~item~~with inthe ~~not~~requirements ~~applicable~~of asthe weExchange ~~are~~Act, ~~currently~~the ~~considered~~registrant acaused ~~smaller~~this report to be signed on its behalf by the undersigned, ~~reporting~~thereunto ~~company~~duly authorized.

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

	Plandaí Biotechnology, Inc. (Registrant)

Date: March 20, 2023	By:	/s/ Tad Mailander
		Tad Mailander, President

During the nine months ended March 31, 2016, the Company issued a total of 15,986,300 shares of unregistered, restricted common stock which were issued under an exemption from registration provided by Rule 144 of the Securities Act of 1933, as follows:23

The Company issued 8,514,600 restricted common shares for $293,660 cash.

The Company issued 5,305,000 restricted common shares for services valued at $273,350.

The Company issued 2,166,700 restricted common shares as a penalty on financing transactions for failing to become “current” in its financial filings. These shares were valued at $108,335 on the date of issuance.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Plandaí Biotechnology, Inc. includes herewith the following exhibits:

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Plandaí Biotechnology, Inc. (Registrant) Date: August 17, 2016 By: /s/ Roger Duffield Roger Duffield, President (On behalf of the Registrant and as Principal Executive Officer)

Filing Compare · Plandai Biotechnology, Inc.