10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2016

OR

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

For the transition period from _____________ to _____________

Commission File Number: 000-55299

NASCENT BIOTECH INC

(Exact Name of Registrant as Specified in Its Charter)

Nevada	45-0612715
(State of Incorporation)	(IRS Employer Identification No.)
601 21st Street Suite 300, Vero Beach, FL	32960
(Address of Principal Executive Offices)	(Zip Code)

(612) 961-5656

(Registrant's Telephone Number)

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

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

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

Large accelerated filer	¨	Accelerated filed	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of August 9, 2016, the Registrant had 21,784,065 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statement (Unaudited)	3
	Unaudited Consolidated Balance Sheets as of June 30, 2016 and March 31, 2016	3
	Unaudited Consolidated Statements of Operations for the Three Months Ended June 30, 2016 and 2015	4
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2016 and 2015	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	15
Item 4.	Controls and Procedures	15
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity and Use of Proceeds	16
Item 3.	Default upon Senior Securities	16
Item 4.	Mine Safety Information	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

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PART I – FINANCIAL INFORMATION

ITEM: 1 FINANCIAL STATEMENT

NASCENT BIOTECH, INC

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2016			March 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	65,222		$	573,350
Total current assets		65,222			573,350
Materials held for research and development with alternative future use		827,964			827,964
Total assets	$	893,186		$	1,401,314
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,635,650		$	2,339,244
Accounts payable to related parties		3,180			--
License agreement liability		23,000			27,000
Derivate liability		6,574			3,849
Deferred revenue		--			600,000
Total current liabilities		1,668,404			2,970,093
Total liabilities		1,668,404			2,970,093
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 authorized, none issued and outstanding		--			--
Common stock, $0.001 par value, 100,000,000 authorized, 21,784,065 and 21,617,565 issued and outstanding, respectively		21,784			21,617
Additional paid-in capital		8,910,253			8,789,831
Accumulated deficit		(9,707,255	)		(10,380,227	)
Total stockholders' deficit		(775,218	)		(1,568,779	)
Total liabilities and stockholder' deficit	$	893,186		$	1,401,314

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

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NASCENT BIOTECH, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,
	2016			2015
Revenue	$	600,000		$	--
Gross profit		600,000			--
Operating expenses:
General and administrative expense		205,222			160,230
Gain on settlement of accounts payable		(335,000	)		--
Research and development		--			600,051
Income (loss) from operations		729,778			(760,281	)
Other income (expense):
Interest income		48			--
Loss on change in fair value of derivative liability		(2,725	)		(12,389	)
Interest expense		(54,129	)		(23,823	)
Total other income (expense)		(56,806	)		(36,212	)
Net income (loss)	$	672,972		$	(796,493	)
Net income (loss) per share, basic and diluted	$	0.03		$	(0.04	)
Weighted average number of shares outstanding, basic and diluted		21,646,840			17,786,303

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

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NASCENT BIOTECH, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended June 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	672,972		$	(796,493	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		2,725			12,389
Gain on settlement of accounts payable		(335,000	)		--
Stock-based compensation		8,250			--
Option expense		37,339			55,504
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(293,594	)		234,215
Accounts payable to related parties		3,180			--
License agreement liability		(4,000	)		(3,000	)
Prepaid expenses		--			(3,060	)
Deferred revenue		(600,000	)		--
Net cash used in operating activities		(508,128	)		(500,445	)
Cash flows from financing activities:
Proceeds from sale of common stock		--			500,000
Net cash provided by financing activities		--			500,000
Net decrease in cash		(508,128	)		(445	)
Cash – beginning of year		573,350			107,571
Cash – end of period	$	65,222		$	107,126
SUPPLEMENT DISCLOSURES:
Interest paid	$	--		$	--
Income taxes paid		--			--
NON-CASH TRANSACTIONS
Common stock issued for settlement of accounts payable	$	75,000		$	--

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

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NASCENT BIOTECH, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc ("Nascent" or the "Company"") was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan

Nascent is a clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently own the license rights to a drug candidate, pritumumab, which the Company is developing.

NOTE 2 – BASIS OF PRESENTATION

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

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended March 31, 2016. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

NOTE 3 – GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying consolidated balance sheets, has negative working capital of $1,603,182 as June 30, 2016. The Company had incurred net losses since inception until the period ended June 30, 2016 in which the Company posted net income of $672,972 from a non-refundable deposit on a license sale. The Company has a source of revenue to cover its operating costs, however the source of revenue is not predictable and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company's ability to continue as a going concern. The Company will engage in research and development activities that must be satisfied in cash secured through outside funding. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

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NOTE 4 – RELATED PARTY TRANSACTIONS

On September 1, 2015 the Company entered into five year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts as of June 30, 2016:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		54,318		1,083,228
Chief Financial Officer		617,346		32,591		649,937
Senior Vice President		617,346		32,591		649,937
Total		2,263,602		119,500		2,383,102

In addition, if the officers and directors are removed from the company they are entitled to receive a cash severance payment per annum for each year of the term of the contract less salary payments received to date of termination. The table below sets forth the annual salary and annual severance amounts per the contracts:

Officer and Director	Annual Compensation		Annual Severance per Contract if Terminated
President	$	99,250	$	250,000
Chief Financial Officer	$	60,000	$	180,000
Senior Vice President	$	24,000	$	140,000
Total	$	183,250	$	570,000

During the three months ended June 30, 2016 the Company issued 16,500 shares of common stock to three officers with a value of $8,250 for service.

As of June 30, 2016 the Company owed a related party $3,180 in expenses. The related party is a consultant to the Company and receives $5,000 per month in consulting fees.

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NOTE 5 – LICENSE LIABILITY

The Company holds a license from a third party for certain patents and related material related to Pritumumab. The license allows the Company to develop, manufacture and sell its product worldwide using the patents under the license agreement. The license was entered into by Nascent Biologics, Inc. in March 2009 granting rights to the development and certain patents. The license was granted for total consideration of $2,000,000, to be paid in six installment of $300,000 plus a final payment of $200,000 on January 1, 2016. In addition, the license provides the licensor with a royalty of 2% on the sales of the developed product, up to $10,000,000 in sales, and thereafter, a royalty of 1% for all sales over $10,000,000. Prior to the acquisition by the Company, Nascent Biologics allowed 10 patents to expire based on their assessment of the patents and their value relating to the Company's development of its product. Nascent Biologics and the licensor amended the license agreement requiring payments of $333,000 per year from January 1, 2012 through January 1, 2015. Such payments were not made by Nascent Biologic or the Company after the acquisition of Nascent Biologic.

On September 21, 2015 the Company and the licensor amended their agreement where the licensor received a $30,000 cash payment and will receive $1,000 per month for 28 months plus a $5,000 additional payment on the 28th month. In addition the licensor received 200,000 shares of the Company's common stock, plus will receive 1% of net sales of the Company's product up to $1,000,000 in royalties. The fair value of the stock issued was determined to be $150,000 and the transaction resulted in a gain on settlement of license agreement liability of $1,573,650. The remaining liability, as of June 30, 2016 of $23,000, will be paid over 18 months.

NOTE 6 – DERIVATIVE LIABILITIES

On May 20, 2014 the Company granted 13,317 common stock warrants for services. The warrants vest immediately, are exercisable at $1.00 per share and expire on May 21, 2017. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company's own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in the statement of operations under the caption "loss on change in fair value of derivative liability" until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value of the derivative liability as of the date of issuance and as of June 30, 2016 using the following key inputs: market price of the Company's common stock $0.10 to $1.51 per share, volatility of 250% and discount rate of 0.13%. The fair value of the derivative liability was determined to be $3,849 as of March 31, 2016 and $6,574 as of June 30, 2016 which resulted in a loss on the change in fair value of derivative liability of $2,725 for the three months ended June 30, 2016.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 — Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

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A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of June 30, 2016 and March 31, 2016:

	Level 1		Level 2		Level 3		Total
As of June 30, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	6,574		6,574
As of March 31, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	3,849	$	3,849

The following table summarizes the change in the fair value of the derivative liability during the six months ended June 30, 2016:

Fair value as of March 31, 2016	$	3,849
Additions		--
Transfers in (out) of Level 3		--
Change in fair value		2,725
Fair value as of June 30, 2016	$	6,574

NOTE 7 – COMMON STOCK

During the three months month period ended June 30, 2015 the Company issued 500,000 shares of common stock for $500,000 in cash.

During the three months ended June 30, 2016 the Company issued 150,000 shares of common stock with a value of $75,000 for the settlement of $410,000 of accounts payable realizing a gain on settlement of accounts payable of $335,000.

During the three months ended June 30, 2016 the Company issued 16,500 shares of common stock to three officers with a value of $8,250 for service.

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NOTE 8 – OPTIONS

The Company under its 2015 option plan issues options to various officers, directors and consultants. The options vest in equal annual installments over a five year period with the first 20% vested when the options were granted. All of the options are exercisable at a purchase price based on the last trading price of the Company's common stock on the date of grant and have a term of 10 years.

On January 27, 2015 the Company issued 355,000 options with an exercise prices between $0.35 and $0.50 per share to four officers and directors and two consultants of the Company. A volatility of 250%, market price of common stock of $1.25 and a discount rate of 1.81% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options was determined to be $443,069. The fair value is being recognized as stock-based compensation over the vesting period of the options.

On April 1, 2015 the Company granted a consultant to the Company 30,000 options that are exercisable at $0.35 per share. A volatility of 250%, market price of common stock of $1.05 and a discount rate of 1.87% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options was determined to be $31,456. The fair value is being recognized as stock-based compensation over the vesting period of the options. This award to a nonemployee is revalued at each reporting period until completion of services.

On January 27, 2016 the Company granted a consultant to the Company 10,000 options that are exercisable at $0.50 per share. A volatility of 250%, market price of common stock of $0.14 and a discount rate of 1.87% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options were determined to be $1,392 on the date of grant. The fair value is being recognized as stock-based compensation over the vesting period of the options. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016 the Company issued 40,000 options to a consultant under the 2015 option program. The options are exercisable into the Company's common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016 the Company entered into a consulting agreement under which the consultant was granted 30,000 options on April 1, 2016. In addition, the consultant will be entitled to additional option grants of 30,000 options on April 1, 2017 and 40,000 options on April 1, 2018. The options are exercisable into the Company's common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant.

During the three months period ended June 30, 2016, the Company expensed $37,339 related to its option awards. The unrecognized future balance to be expensed over the remaining vesting term of the options is $165,553 as of June 30, 2016.

The following sets forth the options granted and outstanding during the nine months ended June 30, 2016:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2016		395,000	$	0.48	8.87	150,000	$	900
Granted		70,000		0.30	--	14,000		5,460
Exercised		--		--	--	--		--
Outstanding at June 30, 2016		465,000	$	0.45	8.80	170,000	$	38,700

The weighted average remaining life and intrinsic value of the options as of June 30, 2016 was 8.80 years and $38,700, respectively.

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NOTE 9 – WARRANTS

On September 30, 2015 the Company issued 145,000 warrants to 6 shareholders along with 145,000 common shares for aggregate cash proceeds of $145,000.On October 20, 2015 the Company issue 50,000 warrants along with 50,000 common shares to one individual for aggregate cash proceeds of $50,000. Each warrant is exercisable within two years of the issuance date into one share of the Company's common stock at $0.01 per share. As of June 30, 2016, 120,000 of these warrants have been exercised leaving a balance of 75,000 warrants outstanding plus 13,317 initially issued for a total of 88,317.

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2016 was 1.23 years and $51,000, respectively.

					Weighted
			Weighted		Average
			Average		Remaining
			Exercise		Contract		Intrinsic
	Warrants		Price		Life		Value
Outstanding at March 31, 2016		88,317	$	0.16		1.48	$	29,250
Granted		--		--		--		--
Exercised		--		--		--		--
Outstanding at June 30, 2016		88,317	$	0.16		1.23	$	51,000

NOTE 10 – MATERIALS HELD FOR RESEARCH AND DEVELOPMENT WITH ALTERNATIVE FUTURE ALTERNATIVE USE

During the year ended March 31, 2015, the Company, through contract manufacturing incurred costs related to the production of 424 grams of Pritumumab, a human monoclonal antibody. The product is being produced for use in research and development. In addition to the use in the brain cancer clinical trials, the Company has also determined the Pritumumab can be used in its current state for pancreatic, breast and lung cancer trials, none of which have commenced. Due to the existence of these alternative future uses, the Company has capitalized the cost of these materials not expected to be used in the brain cancer trials. Of the 424 grams being produced, 110 grams is expected to be used in the brain cancer trials which have already been planned, but have not commenced. The cost of the 110 grams was expensed as research and development during the year ended March 31, 2015. The amount capitalized by the Company as June 30, 2016 and March 31, 2016 is $827,964 associated with 313 grams. These capitalized costs will be expensed as research and development as the materials are consumed. As of June 30, 2016 and March 31, 2016, the manufacturing of the 424 grams was completed in bulk form.

NOTE 11 – ACCOUNTS PAYABLE

On June 30, 2016 the Company reached an agreement for the settlement of outstanding accounts payable and cell line transfer with its manufacturer. Under the terms of the agreement the Company will pay the manufacture $1,500,000 for all outstanding accounts payable, plus receive a credit for $135,000 for completion of the product testing and manufacturing report, receive a credit for the cell line transfer fee of $225,000 and receive a credit of $150,000 for the 5% royalty on the $3,000,000 license sales. Under the agreement, the Company will incur futures cost to the manufacture of 5% of the net future license payments received by the Company. (See Note 14 – Subsequent Events)

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NOTE 12 – LICENSE AGREEMENT

On January 12, 2016 the Company entered into a letter of intent with a company based in China to license the Company's product for production and sales in China. Under the terms of the agreement the Company will receive a nonrefundable initial license payment of $600,000 for suspending negotiations with other potential licensees, with the second license payment of $2,400,000 less taxes of 10% due after the completion of the license agreement. A payment of $5,000,000 less taxes of 10% will be received when the product is approved by the China FDA for clinical trial and a payment of $8,000,000 less taxes of 10% upon approval for commercial use within the license territory. In addition, a royalty of 9% of net sales less taxes of 10% will be paid to the Company.

On June 13, 2016 the Company completed a license agreement with a company in China. Under the terms of the license agreement the initial payment of $600,000 was made by the licensee on March 30, 2016 to suspend negotiations with other license parties. The $600,000 payment was recorded in the prior year as deferred income. After it became nonrefundable when the license agreement was signed June 13, 2016 and the negotiation suspension period ceased, the Company recorded the revenue. The license payment of $2,400,000 became due within 20 days after the signing of the agreement and was paid on July 6, 2016. (See Note 14 – Subsequent Events)

NOTE 13 – COMMITMENTS AND CONTINGENCIES

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product
3.	$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent's control of $50,000;
5.	A contingent sales fee upon product sales of 1% of sales or $150,000 whichever is greater.

NOTE 14 – SUBSEQUENT EVENTS

On July 6, 2016 the Company received a license payment of $2,400,000 less taxes of 10% ($2,160,000). (See Note 12- License Agreement)

On July 7, 2016 the Company paid the manufacture the $1,500,000 owed per the settlement agreement. (See Note 11 Accounts Payable)

On July 18, 2016 the Company granted from the 2015 Option Program 300,000 options each to three officers and directors for a total of 900,000 options being granted. The options have an exercise price of $0.301 per share.

On July 22, 2016 the Company increased the base compensation for each officer by $2,000 per month as entitled by their compensation agreements.

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

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

Nascent Biotech, Inc ("Nascent" or the "Company") was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan.

Nascent is a clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently own the license rights to a drug candidate, pritumumab, which the Company is developing.

Overview

The Company is a development stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. We focus on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. We currently own the license rights to a drug candidate, pritumumab which we are developing for the treatment of brain cancer and pancreatic cancer both of which we hold orphan drug status granted by the FDA.

Initially we are focused on developing pritumumab for the treatment of patients with brain cancer malignancies such as gliomas and astrocytomas. Pritumumab is a monoclonal antibody that has been tested on 249 brain cancer patients and reviewed by the Ministry of Health and Welfare in Japan. The objective of the Phase I and Phase II human clinical trial was to determine the safety of pritumumab in humans and its efficacy in eliminating tumors or reducing tumor size in patients with brain cancer. These clinical trials were conducted at 22 clinical sites within Japan during a 14-year time period (1988 to 2002). Except for 17 patients that were treated for a period of four weeks in a Phase I (safety) study (1mg per week dosage), all patients were dosed at 1 mg, either once or twice per week, for 24 weeks, and were evaluated for both safety and efficacy. The sponsor of those trials was the Hagiwara Institute of Health (HIH). Manufacturing of Pritumumab was done by Japan Pharmaceutical Development Company-a pharmaceutical contract manufacturing company, and all pre-clinical development work was performed at HIH. At the end of the Phase II trial, the HIH was approved for expanded Phase III trials in humans; however, the founder of HIH passed away and the clinical development of Pritumumab was suspended. A concern at that time was the ability to manufacture enough pritumumab to continue clinical trials. The product has never been approved for sale in Japan or elsewhere. Current therapeutic strategies for brain cancer include the use of the chemotherapy, surgical intervention or Radiation Therapy. Because these treatments have marginal outcomes there exists a need to develop safer, more effective drugs. Temodar-the most commonly used Chemotherapeutic drug used to treat brain cancer, is attributed to only median rates of survival and many brain tumors are eligible for surgery. Moreover, even when removed, most brain tumors come back within one year post-operation. Today, with current standards of care, less than 60% of all brain cancer patients will live past the first year after diagnosis, and less than 35% of patients will live to five years. Glioblastoma, a particularly aggressive form of brain cancer that constitutes 42% of ALL brain and other nervous system cancers, has survival rates of 36.5% at 1yr and 5% at 5 yrs. (SEER Registry Data, June 15^th, 2016 (Central Brain Tumor Registry of the United States)).

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Results of Operations

The Company recorded $600,000 revenue during the three months ended June 30, 2016 for the suspension of negotiations with other potential license parties and zero revenue in 2015.

General and administrative expenses for the three months ended June 30, 2016 was $205,222 compared to $160,230 in 2015, respectively. This increase in expenses for the three months ended June 30, 2016 over the same period in 2015 was due to slightly higher costs for administration.

The Company received a gain on the settlement of accounts payable of $335,000 during the three months period ended June 30, 2016.

Research and development expenses for the three months ended June 30, 2016 was zero compared to $600,051 in the same period in 2015. This decrease in expenses for the three months ended June 30, 2016 over the same period in 2015 reflected the completion of toxically tests and end of the production run for the product to be used in the clinical studies which are estimated to commence in the first calendar quarter of 2017.

Total other expense incurred in the three months ended June 30, 2016 was $56,806, compared to other expense of $36,212 in the same period in 2015. The major change between 2016 and 2015 was the interest expense of $54,129 in 2016 compared to interest expense of $23,823 in the same period in 2015. Change in fair value derivative liability showed a loss of $2,725 for the three months period in 2016 compared to a loss of fair value of $12,389 for the three months periods in 2015.

For the three months ended June 30, 2016, our net income was $672,972 compared to a net loss of $796,493 for the same period in 2015. The difference between the periods in 2016 and 2015 reflects the sale of the license agreement resulting in income of $600,000 in the three months ended June 30, 2016 with no revenue in the same period in 2015.

Liquidity and Capital Resources

The Company's liquidity and capital is dependent on the capital it can raise to continue the Company's development and testing of its product. The Company projects it has significant cash to continue its present operations through December, 2016.

There are no agreements or understandings with regard to future loans by or with the officers, directors, principals, affiliates or shareholders of the Company. The Company will continue to raise outside capital through loans and equity sales.

At June 30, 2016, the Company had negative working capital of $1,603,182. Current assets consist of cash of $65,222. Current liabilities as of the same date were $1,668,404 consisting of accounts payable of $1,638,830, license liability of $23,000, and derivative liability of $6,574.

Net cash used in operating activities in the three months ended June 30, 2016 was $508,128 compared to net cash used of $500,445 in the same period in 2015. The variance between the same periods in 2016 and 2015 relates mainly to the income from deferred revenue of $600,000 and decrease in accounts payable of $293,594 offsetting the net profit of $672,972 in 2016 compared to a net loss of $796,493 offset by an increase in accounts payable of $234,215 in the same period in 2015.

Net cash provided by financing activities for the three months period ended June 30, 2016 was zero compared to $500,000 in the same period in 2015. The total amount of the cash provided was from the sale of common stock of $500,000 in 2015.

As of June 30, 2016, the Company had total assets of $893,186 and total liabilities of $1,668,404. Stockholders' deficit as of June 30, 2016 was $775,218. This compares to a stockholders' deficit of $1,568,779 as of March 31, 2016. Liabilities decreased in 2016 due mainly to the completion of the license agreement of which $600,000 in deferred revenue was recognized as revenue in the current period.

14

NEED FOR ADDITIONAL FINANCING:

Our current capital needs are estimated to be approximately $8 million. This will take us through Phase I/II clinical trials which are scheduled to begin in the first quarter of 2017.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at June 30, 2016.

Inflation

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

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of June 30, 2016 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2016. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we are able to remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 1A: RISK FACTORS

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

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

During the three months ended June 30, 2016 the Company issued 150,000 shares of common stock with a value of $75,000 for the settlement of $410,000 of accounts payable realizing a gain on settlement of accounts payable of $335,000.

During the three months ended June 30, 2016 the Company issued 16,500 shares of common stock to three officers with a value of $8,250 for service.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION

None.

16

ITEM 6: EXHIBITS

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	XBRL Interactive Data Files

17

SIGNATURE

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

	NASCENT BIOTECH, INC.
Dated: August 9, 2016	By:	/s/ Sean Carrick
		Sean Carrick
		Principal Executive Officer

18

EX-31.1

EXHIBIT 31.1

OFFICER'S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sean Carrick, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Nascent Biotech, Inc. (the "registrant") for the period ending June 30, 2016;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

Dated: August 9, 2016	By:	/s/ Sean Carrick
		Sean Carrick
		President
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

OFFICER'S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lowell Holden, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Nascent Biotech, Inc. (the "registrant") for the period ending June 30, 2016;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

 

Dated: August 9, 2016	By:	/s/ Lowell Holden
		Lowell Holden
		Chief Financial Officer
		(Principal Financial Officer & Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report (the "Report") on the Form 10-Q of Nascent Biotech, Inc. (the "Company") for the period ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof, I, Sean Carrick, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1.	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)), as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Dated: August 9, 2016	By:	/s/ Sean Carrick
		Sean Carrick
		President
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report (the "Report") on the Form 10-Q of Nascent Biotech, Inc. (the "Company") for the period ended June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof, I, Lowell Holden, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1.	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)), as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Dated: August 9, 2016	By:	/s/ Lowell Holden
		Lowell Holden
		Chief Financial Officer
		(Principal Financial Officer & Principal Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2016	Aug. 09, 2016
Document And Entity Information
Entity Registrant Name	Nascent Biotech Inc.
Entity Central Index Key	0001622057
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,784,065
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Mar. 31, 2016
Current assets
Cash and cash equivalents	$ 65,222	$ 573,350
Total current assets	65,222	573,350
Materials held for research and development with alternative future use	827,964	827,964
Total assets	893,186	1,401,314
Current liabilities
Accounts payable and accrued liabilities	1,635,650	2,339,244
Accounts payable to related parties	3,180
License agreement liability	23,000	27,000
Derivative Liability	6,574	3,849
Deferred revenue		600,000
Total current liabilities	1,668,404	2,970,093
Total liabilities	1,668,404	2,970,093
Stockholder's deficit
Preferred stock, $0.001 par value, 10,000,000 authorized, none issued and outstanding
Common stock, $0.001 par value, 100,000,000 authorized, 21,784,065 and 21,617,565 issued and outstanding, respectively	21,784	21,617
Additional paid-in-capital	8,910,253	8,789,831
Accumulated deficit	(9,707,255)	(10,380,227)
Total stockholder's deficit	(775,218)	(1,568,779)
Total liabilities and stockholders' deficit	$ 893,186	$ 1,401,314

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Mar. 31, 2016
Stockholders' deficit
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	21,784,065	21,617,565
Common stock, outstanding shares	21,784,065	21,617,565

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Consolidated Statements Of Operations
Revenue	$ 600,000
Gross profit	600,000
Operating expenses:
General and administrative expense	205,222	160,230
Gain on settlement of accounts payable	(335,000)
Research and development		600,051
Income (loss) from operations	729,778	(760,281)
Other income (expense)
Interest income	48
Loss on change in fair value of derivative liability	(2,725)	(12,389)
Interest expense	(54,129)	(23,823)
Total other income (expense)	(56,806)	(36,212)
Net income (loss)	$ 672,972	$ (796,493)
Net income (loss) per share, basic and diluted	$ 0.03	$ (0.04)
Weighted average number of shares outstanding, basic and diluted	21,646,840	17,786,303

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ 672,972	$ (796,493)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability	2,725	12,389
Gain on settlement of accounts payable	(335,000)
Stock based compensation	8,250
Option expense	37,339	55,504
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(293,594)	234,215
Accounts payable to related parties	3,180
License agreement liability	(4,000)	(3,000)
Prepaid expenses		(3,060)
Deferred revenue	(600,000)
Net cash used in operating activities	(508,128)	(500,445)
Cash flows from financing activities:
Proceeds from sale of common stock		500,000
Net cash provided by financing activities		500,000
Net decrease in cash	(508,128)	(445)
Cash - beginning of year	573,350	107,571
Cash - end of year	65,222	107,126
SUPPLEMENT DISCLOSURES:
Interest paid
Income taxes paid
NON-CASH TRANSACTIONS
Common stock issued for settlement of accounts payable	$ 75,000

XML

ORGANIZATION AND NATURE OF OPERATIONS

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc ("Nascent" or the "Company"") was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan

Nascent is a clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently own the license rights to a drug candidate, pritumumab, which the Company is developing.

XML

BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 2 - BASIS OF PRESENTATION

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

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended March 31, 2016. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

XML

GOING CONCERN

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying consolidated balance sheets, has negative working capital of $1,603,182 as June 30, 2016. The Company had incurred net losses since inception until the period ended June 30, 2016 in which the Company posted net income of $672,972 from a non-refundable deposit on a license sale. The Company has a source of revenue to cover its operating costs, however the source of revenue is not predictable and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company's ability to continue as a going concern. The Company will engage in research and development activities that must be satisfied in cash secured through outside funding. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

On September 1, 2015 the Company entered into five year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts as of June 30, 2016:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		54,318		1,083,228
Chief Financial Officer		617,346		32,591		649,937
Senior Vice President		617,346		32,591		649,937
Total		2,263,602		119,500		2,383,102

In addition, if the officers and directors are removed from the company they are entitled to receive a cash severance payment per annum for each year of the term of the contract less salary payments received to date of termination. The table below sets forth the annual salary and annual severance amounts per the contracts:

Officer and Director	Annual Compensation		Annual Severance per Contract if Terminated
President	$	99,250	$	250,000
Chief Financial Officer	$	60,000	$	180,000
Senior Vice President	$	24,000	$	140,000
Total	$	183,250	$	570,000

During the three months ended June 30, 2016 the Company issued 16,500 shares of common stock to three officers with a value of $8,250 for service.

As of June 30, 2016 the Company owed a related party $3,180 in expenses. The related party is a consultant to the Company and receives $5,000 per month in consulting fees.

XML

LICENSE LIABILITY

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 5 - LICENSE LIABILITY

The Company holds a license from a third party for certain patents and related material related to Pritumumab. The license allows the Company to develop, manufacture and sell its product worldwide using the patents under the license agreement. The license was entered into by Nascent Biologics, Inc. in March 2009 granting rights to the development and certain patents. The license was granted for total consideration of $2,000,000, to be paid in six installment of $300,000 plus a final payment of $200,000 on January 1, 2016. In addition, the license provides the licensor with a royalty of 2% on the sales of the developed product, up to $10,000,000 in sales, and thereafter, a royalty of 1% for all sales over $10,000,000. Prior to the acquisition by the Company, Nascent Biologics allowed 10 patents to expire based on their assessment of the patents and their value relating to the Company's development of its product. Nascent Biologics and the licensor amended the license agreement requiring payments of $333,000 per year from January 1, 2012 through January 1, 2015. Such payments were not made by Nascent Biologic or the Company after the acquisition of Nascent Biologic.

On September 21, 2015 the Company and the licensor amended their agreement where the licensor received a $30,000 cash payment and will receive $1,000 per month for 28 months plus a $5,000 additional payment on the 28th month. In addition the licensor received 200,000 shares of the Company's common stock, plus will receive 1% of net sales of the Company's product up to $1,000,000 in royalties. The fair value of the stock issued was determined to be $150,000 and the transaction resulted in a gain on settlement of license agreement liability of $1,573,650. The remaining liability, as of June 30, 2016 of $23,000, will be paid over 18 months.

XML

DERIVATIVE LIABILITIES

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 6 - DERIVATIVE LIABILITIES

On May 20, 2014 the Company granted 13,317 common stock warrants for services. The warrants vest immediately, are exercisable at $1.00 per share and expire on May 21, 2017. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company's own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in the statement of operations under the caption "loss on change in fair value of derivative liability" until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value of the derivative liability as of the date of issuance and as of June 30, 2016 using the following key inputs: market price of the Company's common stock $0.10 to $1.51 per share, volatility of 250% and discount rate of 0.13%. The fair value of the derivative liability was determined to be $3,849 as of March 31, 2016 and $6,574 as of June 30, 2016 which resulted in a loss on the change in fair value of derivative liability of $2,725 for the three months ended June 30, 2016.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 — Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of June 30, 2016 and March 31, 2016:

	Level 1		Level 2		Level 3		Total
As of June 30, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	6,574		6,574
As of March 31, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	3,849	$	3,849

The following table summarizes the change in the fair value of the derivative liability during the six months ended June 30, 2016:

Fair value as of March 31, 2016	$	3,849
Additions		--
Transfers in (out) of Level 3		--
Change in fair value		2,725
Fair value as of June 30, 2016	$	6,574

XML

COMMON STOCK

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 7 - COMMON STOCK

During the three months month period ended June 30, 2015 the Company issued 500,000 shares of common stock for $500,000 in cash.

During the three months ended June 30, 2016 the Company issued 150,000 shares of common stock with a value of $75,000 for the settlement of $410,000 of accounts payable realizing a gain on settlement of accounts payable of $335,000.

During the three months ended June 30, 2016 the Company issued 16,500 shares of common stock to three officers with a value of $8,250 for service.

XML

OPTIONS

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 8 - OPTIONS

The Company under its 2015 option plan issues options to various officers, directors and consultants. The options vest in equal annual installments over a five year period with the first 20% vested when the options were granted. All of the options are exercisable at a purchase price based on the last trading price of the Company's common stock on the date of grant and have a term of 10 years.

On January 27, 2015 the Company issued 355,000 options with an exercise prices between $0.35 and $0.50 per share to four officers and directors and two consultants of the Company. A volatility of 250%, market price of common stock of $1.25 and a discount rate of 1.81% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options was determined to be $443,069. The fair value is being recognized as stock-based compensation over the vesting period of the options.

On April 1, 2015 the Company granted a consultant to the Company 30,000 options that are exercisable at $0.35 per share. A volatility of 250%, market price of common stock of $1.05 and a discount rate of 1.87% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options was determined to be $31,456. The fair value is being recognized as stock-based compensation over the vesting period of the options. This award to a nonemployee is revalued at each reporting period until completion of services.

On January 27, 2016 the Company granted a consultant to the Company 10,000 options that are exercisable at $0.50 per share. A volatility of 250%, market price of common stock of $0.14 and a discount rate of 1.87% were used in calculating the fair value of the options using the Black-Scholes Option Pricing Model. The fair value of the options were determined to be $1,392 on the date of grant. The fair value is being recognized as stock-based compensation over the vesting period of the options. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016 the Company issued 40,000 options to a consultant under the 2015 option program. The options are exercisable into the Company's common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016 the Company entered into a consulting agreement under which the consultant was granted 30,000 options on April 1, 2016. In addition, the consultant will be entitled to additional option grants of 30,000 options on April 1, 2017 and 40,000 options on April 1, 2018. The options are exercisable into the Company's common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant.

During the three months period ended June 30, 2016, the Company expensed $37,339 related to its option awards. The unrecognized future balance to be expensed over the remaining vesting term of the options is $165,553 as of June 30, 2016.

The following sets forth the options granted and outstanding during the nine months ended June 30, 2016:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2016		395,000	$	0.48	8.87	150,000	$	900
Granted		70,000		0.30	--	14,000		5,460
Exercised		--		--	--	--		--
Outstanding at June 30, 2016		465,000	$	0.45	8.80	170,000	$	38,700

The weighted average remaining life and intrinsic value of the options as of June 30, 2016 was 8.80 years and $38,700, respectively.

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WARRANTS

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 9 - WARRANTS

On September 30, 2015 the Company issued 145,000 warrants to 6 shareholders along with 145,000 common shares for aggregate cash proceeds of $145,000.On October 20, 2015 the Company issue 50,000 warrants along with 50,000 common shares to one individual for aggregate cash proceeds of $50,000. Each warrant is exercisable within two years of the issuance date into one share of the Company's common stock at $0.01 per share. As of June 30, 2016, 120,000 of these warrants have been exercised leaving a balance of 75,000 warrants outstanding plus 13,317 initially issued for a total of 88,317.

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2016 was 1.23 years and $51,000, respectively.

					Weighted
			Weighted		Average
			Average		Remaining
			Exercise		Contract		Intrinsic
	Warrants		Price		Life		Value
Outstanding at March 31, 2016		88,317	$	0.16		1.48	$	29,250
Granted		--		--		--		--
Exercised		--		--		--		--
Outstanding at June 30, 2016		88,317	$	0.16		1.23	$	51,000

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MATERIALS HELD FOR RESEARCH AND DEVELOPMENT WITH ALTERNATIVE FUTURE ALTERNATIVE USE

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 10 - MATERIALS HELD FOR RESEARCH AND DEVELOPMENT WITH ALTERNATIVE FUTURE ALTERNATIVE USE

During the year ended March 31, 2015, the Company, through contract manufacturing incurred costs related to the production of 424 grams of Pritumumab, a human monoclonal antibody. The product is being produced for use in research and development. In addition to the use in the brain cancer clinical trials, the Company has also determined the Pritumumab can be used in its current state for pancreatic, breast and lung cancer trials, none of which have commenced. Due to the existence of these alternative future uses, the Company has capitalized the cost of these materials not expected to be used in the brain cancer trials. Of the 424 grams being produced, 110 grams is expected to be used in the brain cancer trials which have already been planned, but have not commenced. The cost of the 110 grams was expensed as research and development during the year ended March 31, 2015. The amount capitalized by the Company as June 30, 2016 and March 31, 2016 is $827,964 associated with 313 grams. These capitalized costs will be expensed as research and development as the materials are consumed. As of June 30, 2016 and March 31, 2016, the manufacturing of the 424 grams was completed in bulk form.

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ACCOUNTS PAYABLE

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 11 - ACCOUNTS PAYABLE

On June 30, 2016 the Company reached an agreement for the settlement of outstanding accounts payable and cell line transfer with its manufacturer. Under the terms of the agreement the Company will pay the manufacture $1,500,000 for all outstanding accounts payable, plus receive a credit for $135,000 for completion of the product testing and manufacturing report, receive a credit for the cell line transfer fee of $225,000 and receive a credit of $150,000 for the 5% royalty on the $3,000,000 license sales. Under the agreement, the Company will incur futures cost to the manufacture of 5% of the net future license payments received by the Company. (See Note 14 – Subsequent Events)

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LICENSE AGREEMENT

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 12 - LICENSE AGREEMENT

On January 12, 2016 the Company entered into a letter of intent with a company based in China to license the Company's product for production and sales in China. Under the terms of the agreement the Company will receive a nonrefundable initial license payment of $600,000 for suspending negotiations with other potential licensees, with the second license payment of $2,400,000 less taxes of 10% due after the completion of the license agreement. A payment of $5,000,000 less taxes of 10% will be received when the product is approved by the China FDA for clinical trial and a payment of $8,000,000 less taxes of 10% upon approval for commercial use within the license territory. In addition, a royalty of 9% of net sales less taxes of 10% will be paid to the Company.

On June 13, 2016 the Company completed a license agreement with a company in China. Under the terms of the license agreement the initial payment of $600,000 was made by the licensee on March 30, 2016 to suspend negotiations with other license parties. The $600,000 payment was recorded in the prior year as deferred income. After it became nonrefundable when the license agreement was signed June 13, 2016 and the negotiation suspension period ceased, the Company recorded the revenue. The license payment of $2,400,000 became due within 20 days after the signing of the agreement and was paid on July 6, 2016. (See Note 14 – Subsequent Events)

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 13 - COMMITMENTS AND CONTINGENCIES

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product
3.	$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent's control of $50,000;
5.	A contingent sales fee upon product sales of 1% of sales or $150,000 whichever is greater.

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SUBESQUENT EVENTS

3 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTE 14 - SUBESQUENT EVENTS

On July 6, 2016 the Company received a license payment of $2,400,000 less taxes of 10% ($2,160,000). (See Note 12- License Agreement)

On July 7, 2016 the Company paid the manufacture the $1,500,000 owed per the settlement agreement. (See Note 11 Accounts Payable)

On July 18, 2016 the Company granted from the 2015 Option Program 300,000 options each to three officers and directors for a total of 900,000 options being granted. The options have an exercise price of $0.301 per share.

On July 22, 2016 the Company increased the base compensation for each officer by $2,000 per month as entitled by their compensation agreements.

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Jun. 30, 2016

Related Party Transactions Tables

Shares earned

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		54,318		1,083,228
Chief Financial Officer		617,346		32,591		649,937
Senior Vice President		617,346		32,591		649,937
Total		2,263,602		119,500		2,383,102

Salary and severance

Officer and Director	Annual Compensation		Annual Severance per Contract if Terminated
President	$	99,250	$	250,000
Chief Financial Officer	$	60,000	$	180,000
Senior Vice President	$	24,000	$	140,000
Total	$	183,250	$	570,000

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DERIVATIVE LIABILITIES (Tables)

3 Months Ended

Jun. 30, 2016

Derivative Liabilities Tables

Fair value of the assets and liabilities

	Level 1		Level 2		Level 3		Total
As of June 30, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	6,574		6,574
As of March 31, 2016:
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liability	$	-	$	-	$	3,849	$	3,849

Fair value of the derivative liability

Fair value as of March 31, 2016	$	3,849
Additions		--
Transfers in (out) of Level 3		--
Change in fair value		2,725
Fair value as of June 30, 2016	$	6,574

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OPTIONS (Tables)

3 Months Ended

Jun. 30, 2016

Derivative Liabilities Tables

Summery of options granted and outstanding

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life	Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2016		395,000	$	0.48	8.87	150,000	$	900
Granted		70,000		0.30	--	14,000		5,460
Exercised		--		--	--	--		--
Outstanding at June 30, 2016		465,000	$	0.45	8.80	170,000	$	38,700

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WARRANTS (Tables)

3 Months Ended

Jun. 30, 2016

Warrants Tables

Warrants exercised

					Weighted
			Weighted		Average
			Average		Remaining
			Exercise		Contract		Intrinsic
	Warrants		Price		Life		Value
Outstanding at March 31, 2016		88,317	$	0.16		1.48	$	29,250
Granted		--		--		--		--
Exercised		--		--		--		--
Outstanding at June 30, 2016		88,317	$	0.16		1.23	$	51,000

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GOING CONCERN (Details Narrative)	Jun. 30, 2016 USD ($)
Going Concern Details Narrative
Working capital deficit	$ 1,603,182
Non-refundable deposit income	$ 672,972

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RELATED PARTY TRANSACTIONS (Details)	3 Months Ended
	Jun. 30, 2016 shares
Initial Share Awards Under the Contracts	2,263,602
Additional Shares Earned to Maintain Ownership Percentage	119,500
Total Shares Earned	2,383,102
President [Member]
Initial Share Awards Under the Contracts	1,028,910
Additional Shares Earned to Maintain Ownership Percentage	54,318
Total Shares Earned	1,083,228
Chief Financial Officer [Member]
Initial Share Awards Under the Contracts	617,346
Additional Shares Earned to Maintain Ownership Percentage	32,591
Total Shares Earned	649,937
Senior Vice President [Member]
Initial Share Awards Under the Contracts	617,346
Additional Shares Earned to Maintain Ownership Percentage	32,591
Total Shares Earned	649,937

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RELATED PARTY TRANSACTIONS (Details 1)	3 Months Ended
	Jun. 30, 2016 USD ($)
Annual Salary	$ 183,250
Annual Severance per Contract if Terminated	570,000
President [Member]
Annual Salary	99,250
Annual Severance per Contract if Terminated	250,000
Chief Financial Officer [Member]
Annual Salary	60,000
Annual Severance per Contract if Terminated	180,000
Senior Vice President [Member]
Annual Salary	24,000
Annual Severance per Contract if Terminated	$ 140,000

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RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended
	Jun. 30, 2016 USD ($) shares
Aggregate common shares issued | shares	16,500
Related party expense	$ 3,180
Consultant [Member]
Consulting fees	5,000
Former Officer [Member]
Consulting fees	$ 8,250

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LICENSE LIABILITY (Details Narrative)	Jun. 30, 2016 USD ($)
License Liability Details Narrative
License agreement liability accrued and unpaid	$ 23,000

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DERIVATIVE LIABILITIES (Details) - USD ($)	Jun. 30, 2016	Mar. 31, 2016
Assets
None
Liabilities
Derivative liability	$ 6,574	3,849
Fair Value, Inputs, Level 1 [Member]
Assets
None
Liabilities
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Assets
None
Liabilities
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Assets
None
Liabilities
Derivative liability	$ 6,574	$ 3,849

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DERIVATIVE LIABILITIES (Details 1)	3 Months Ended
	Jun. 30, 2016 USD ($)
Derivative Liabilities Details 1
Fair value at beginning balance	$ 3,849
Additions
Transfers in (out) of Level 3
Change in fair value	(4,645)
Fair value at ending balance	$ 6,574

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DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Mar. 31, 2016
Derivative Liabilities Details Narrative
Derivative liability	$ 6,574		$ 3,849
Loss on change in fair value of derivative liability	$ 2,725	$ 12,389

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COMMON STOCK (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Company issued common shares		500,000
Company issued common shares, amount		$ 500,000
Company issued common shares aggregate	150,000
Value of common stock	$ 75,000
Accounts payable	410,000
Gain on settlement of accounts payable	$ (335,000)
Aggregate common shares issued	16,500
Former Officer [Member]
Consulting fees	$ 8,250

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OPTIONS (Details)	3 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares
Outstanding option shares, Ending	88,317
Options [Member]
Outstanding option shares, Beginning	395,000
Option granted	70,000
Option exercised
Outstanding option shares, Ending	465,000
Weighted average exercise price, Beginning | $ / shares	$ 0.48
Granted | $ / shares	0.30
Exercised | $ / shares
Weighted average exercise price, Ending | $ / shares	$ 0.45
Weighted average remaining contract life, Beginning	8 years 10 months 13 days
Weighted average remaining contract life, Ending	8 years 9 months 18 days
Number of options exercisable Beginning balance	150,000
Granted	14,000
Exercised
Number of options exercisable ending balance	170,000
Intrinsic value, Beginning | $	$ 900
Granted | $	5,460
Exercised | $
Intrinsic value, Ending | $	$ 38,700

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OPTIONS (Details Narrative)	3 Months Ended
	Jun. 30, 2016 USD ($)
Options Details Narrative
Company expensed	$ 37,339
Unrecognized balance	$ 165,553

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WARRANTS (Details)	3 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares
Outstanding option shares, Ending	88,317
Warrant [Member]
Outstanding option shares, Beginning	88,317
Warrants granted, shares
Warrants exercised, shares
Outstanding option shares, Ending	88,317
Weighted average exercise price, Beginning | $ / shares	$ 0.16
Granted | $ / shares
Exercised | $ / shares
Weighted average exercise price, Ending | $ / shares	$ 0.16
Weighted average remaining contract life, Beginning	1 year 5 months 23 days
Weighted average remaining contract life, Ending	1 year 2 months 23 days
Intrinsic value, Beginning | $	$ 29,250
Intrinsic value granted | $
Intrinsic value exercised | $
Intrinsic value, Ending | $	$ 51,000

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WARRANTS (Details Narrative)	3 Months Ended
	Jun. 30, 2016 USD ($) shares
Warrants Details Narrative
Company issued warrants, shares	120,000
Company issued warrants, amount | $	$ 75,000
Warrants initially issued	13,317
Weighted average remaining life of warrants	1 year 2 months 23 days
Intrinsic value of warrants | $	$ 51,000
Outstanding option shares, Ending	88,317

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MATERIALS HELD FOR RESEARCH AND DEVELOPMENT WITH ALTERNATIVE FUTURE ALTERNATIVE USE (Details Narrative)	Jun. 30, 2016 USD ($)
Materials Held For Research And Development With Alternative Future Alternative Use Details Narrative
Amount capitalized for development	$ 827,964