Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

DALRADA FINANCIAL CORPORATION

A Delaware Corporation 600 La Terraza Blvd. Escondido, CA 92025 949-689-0612 Website: www.dalrada.com Email: [email protected] SIC Code: 8721 Quarterly Report

For the Period Ending: March 31, 2020

(the “Reporting Period”)

As of March 31, 2020, the number of shares outstanding of our Common and Preferred Stock was:

Common: 63,999,128 Preferred: 5,000

As of December 31, 2019, the number of shares outstanding of our Common and preferred Stock was:

Common: 54,399,128 Preferred: 5,000

As of June 30, 2019, the number of shares outstanding of our Common and preferred Stock was: Common: 48,281,128 Preferred: 0

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: No: (Double-click and select “Default Value” to check)

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

Yes: No:

Indicate by check mark whether a Change in Control1_{of the company has occurred over this reporting period:}

Yes: No:

1_{“Change in Control” shall mean any events resulting in:}

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1) Name of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes. Current Name: Dalrada Financial Corporation – since April 2, 2004

Imaging Technologies Corporation – Since May 1995

Principal Computer Products, Inc. – May 12, 1983

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):

Dalrada Financial Corporation (“DFCO”) is a Wyoming corporation.

Current state of Incorporation: Wyoming – May 5, 2020 – In good Standing

Original state of Incorporation: Delaware - May, 12, 1983

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: No:

2) Security Information

Trading symbol: DFCO

Exact title and class of securities outstanding: Common

CUSIP: 45244U401

Par or stated value: $.005

Total shares authorized: 1,000,000,000 as of date: 03-31-2020

Total shares outstanding: 63,999,128 as of date: 03-31-2020

Number of shares in the Public Float2_: _37,134,987 _{as of date: 03-31-2020}

Total number of shareholders of record: 551 as of date: 03-31-2020

Additional class of securities (if any):

Trading symbol: n/a

Exact title and class of securities outstanding: Preferred

CUSIP: n/a

Par or stated value: $.01

Total shares authorized: 100,000 as of date: 03-31-2020

Total shares outstanding: 5,000 as of date: 03-31-2020

Transfer Agent:

Name: Standard Register and Transfer company, Inc. 440 E 400 S Suite 200

Salt Lake City, UT 84111 Phone: (801) 571-8844 Email: [email protected]

Is the Transfer Agent registered under the Exchange Act?3_Yes: _No:

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

2_{“Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial}

owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3_{To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.}

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None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

In May 2019 Dalrada Health Products Corp. acquired a new subsidiary, C2C Life Sciences, Inc. C2C Life Sciences, Inc. On November 1, 2019, the acquisition was rescinded. Such rescission has been reflected in these financials.

On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange

agreement, 100% of Likido Ltd. (HQ) (“Likido”) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company, is based in Edinburgh, Scotland. Likido is an international technology company developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling

applications.

On January 9, 2020, DFCO purchased seventy two percent (72%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase

Agreement (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization.

On March 23, 2020, via its wholly owned subsidiary, Dalrada Health Products, acquired 100% of the issued and outstanding common equity shares of Shark Innovation Technologies Corporation, a Texas corporation. The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million (3,000,000) common equity shares of DFCO. Sharks current business is selling and providing disinfectant spray service consisting of alcohol-free sanitization products, such as hand sanitizers and cleansing soaps to all-purpose surface cleaners and sprays that deliver effective, long-lasting protection while eliminating up to 99.99% of harmful bacteria, germs, viruses, bio-films and spores.

3) Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent

interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

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A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares outstanding as of Second Most Recent Fiscal Year End. 6/30/2017 D a t e o f T ra ns a c t io n

5/7/2019 New Issuance 1,000,000 Common 0.0380 no Sandra DiCicco Investment in subsidiary Restricted Exempt 12/6/2019 New Issuance 6,118,000 Common 0.0448 no Stuart Cox Likido Acquisition Restricted Exempt 2/4/2020 New Issuance 3,000,000 Common 0.0448 no Faw ad Nisar Employment Aghreement Restricted Exempt 2/4/2020 New Issuance 1,430,435 Common 0.0448 no Anuradha Bishw a Acquired shares of Prakat, Inc. Restricted Exempt 2/4/2020 New Issuance 712,759 Common 0.0448 no Abhik Biw as Acquired shares of Prakat, Inc. Restricted Exempt 2/4/2020 New Issuance 552,612 Common 0.0448 no Shikant Krish Acquired shares of Prakat, Inc. Restricted Exempt 2/4/2020 New Issuance 329,478 Common 0.0448 no Spihart K. Reddy Acquired shares of Prakat, Inc. Restricted Exempt 2/4/2020 New Issuance 292,884 Common 0.0448 no Rajnigh Kumar Thaurk Acquired shares of Prakat, Inc. Restricted Exempt 2/4/2020 New Issuance 281,832 Common 0.0448 no Vijayendra Anil Kumar Acquired shares of Prakat, Inc. Restricted Exempt 3/23/2020 New Issuance 3,000,000 Common 0.0448 no Gregg Silvers Acquired shares of Shark Innovative Technologies Restricted Exempt Balance 03/31/20: Com m on 63,999,128

11/22/2019 New Issiance 5,000 Preferred no market no Brian Bonar Debt n/a Exempt

Series F 5,000

Balance 03/31/20: Preferred 5,000 Share Outstanding on Date of this Report

Ending Balance Ending Balance Date: 3-31-2020 Common: 63,999,128 Preferred: 5,000 E xe m pt io n o r R e gis t ra t i o n T ype ? R e s t ric t e d o r Unre s t ric t e d a s o f t his f iling? R e a s o n f o r s ha re is s ua nc e ( e .g. f o r c a s h o r de bt c o nv e rs io n) O R N a t ure o f S e rv ic e s P ro v ide d ( if a pplic a ble ) Indiv idua l/ E nt it y S ha re s we re is s ue d t o ( e nt it ie s m us t ha v e indiv idua l wit h v o t ing / inv e s t m e nt c o nt ro l dis c lo s e d) . Opening Balance: Common: 47,281,128 Preferred: 0 We re t he s ha re s is s ue d a t a dis c o unt t o m a rk e t pric e a t t he t im e o f is s ua nc e ? ( Y e s / N o ) V a lue o f s ha re s is s ue d ( $ / pe r s ha re ) a t Is s ua nc e C la s s o f S e c urit ie s N um be r o f S ha re s Is s ue d ( o r c a nc e lle d) T ra ns a c t io n t ype ( e .g. ne w is s ua nc e , c a nc e lla t io n, s ha re s re t urne d t o t re a s ury)

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B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes,

convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities. Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

4) Financial Statements

A. The following financial statements were prepared in accordance with: U.S. GAAP

IFRS

B. The financial statements for this reporting period were prepared by (name of individual)4_:

Name: Eric Sherb

Title: CPA

Relationship to Issuer: Consultant

4_{The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial}

skills.

Date of Note Issuance Outstanding Balance ($)

Principal Am ount at Issuance ($)

Interest Accrued

($) Maturity Date

Conversion Term s (e.g. pricing m echanism for determ ining conversion of instrum ent to shares)

Nam e of Noteholder Reason for Issuance (e.g. Loan, Services, etc.) Convertible Notes

6/30/2019 1,917,188 1,875,000 42,188 6/30/2020 .034 per share Brian Bonar Wages

Notes Payable

6/30/2019 39,485 38,615 870 6/30/2019 Tipp Investments LLC/ Sandra Di Cicco Loan

6/30/2019 2,301 2,250 51 6/30/2020 Trucept, Inc./ Norman Tipton Loan

6/30/2019 1,667 1,630 37 6/30/2020 Prime Capital HR/Andrew Jones Loan

6/30/2019 268,095 262,196 5,899 6/30/2020 Afinida/Andrew Jones Loan

9/30/2019 133,234 131,265 1,969 9/30/2020 Afinida/Andrew Jones Loan

9/30/2019 36,916 36,370 546 9/30/2020 Tipp Ivestments LLC/ Sandra Di Cicco Loan

9/30/2019 94,534 93,137 1,397 9/30/2020 Prime Capital HR/Andrew Jones Loan

12/31/2019 18,809 18,669 140 9/30/2020 Afinida/Andrew Jones Loan

12/31/2019 250 250 0 12/31/2020 Tipp Investments LLC/ Sandra Di Cicco loan

12/31/2019 153,424 152,282 1,142 12/31/2020 Tipp Investments LLC/ Sandra Di Cicco Loan

12/31/2019 726,321 720,914 5,407 12/31/2020 Tipp Investments LLC/ Sandra Di Cicco Loan

3/31/2020 175,742 175,742 0 3/31/2020 Afinida/Andrew Jones Loan

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Financial Statements are Incorporated by Reference

5) Issuer’s Business, Products and Services

The Company’s objective is to solve real-world problems by producing innovation-focused and technology-centered solutions on a global level. Delivering next-generation products in low-carbon clean energy, antimicrobial and antiseptic solutions, cervical cancer screening tests, precision component parts for large machinery, and technology engineering that service various industries in healthcare, transportation, OEMs, hospitality, retail, and consumers directly. The company’s unique business model of diverse products & solutions is designed for long-term sustainability and growth that provide customers alternative products that are more effective and efficient, while positively impacting people’s lives and the environment. The culmination of these business solutions is starting to produce results in sales, developments, and an established customer base.

In June 2018 Dalrada Financial Corp created a new subsidiary, Dalrada Precision Corp, a mechanical contract provider. It extends the client’s engineering and operations team by helping devise bespoke manufacturing solutions tailored to its products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics.

In October 2018 Dalrada Financial Corp. created a new subsidiary, Dalrada Health Products Corp. Dalrada Health Products Corp will partner with client companies for the distribution of medical disposables, hospital equipment & furniture, antimicrobial and antiseptics, medical devices, laboratory and dental products. In May 2019 Dalrada Health Products Corp. acquired a new subsidiary, C2C Life Sciences, Inc. C2C Life Sciences, Inc. On November 1, 2019, the acquisition was rescinded. Such rescission has been reflected in these financials.

On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange agreement, 100% of Likido Ltd. (HQ) (“Likido”) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company, is based in Edinburgh, Scotland. Likido is an international technology company developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems.

On January 9, 2020, DFCO purchased seventy two percent (72%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company. The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such.

On March 23, 2020, , via its wholly owned subsidiary, Dalrada Health Products, acquired 100% of the issued and outstanding common equity shares of Shark Innovation Technologies Corporation, a Texas corporation. The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million (3,000,000) common equity shares of DFCO. Sharks current business is selling and providing disinfectant spray service consisting of alcohol-free sanitization products, such as hand sanitizers and cleansing soaps to all-purpose surface cleaners and sprays that deliver effective, long-lasting protection while eliminating up to 99.99% of harmful bacteria, germs, viruses, bio-films and spores.

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6) Issuer’s Facilities

In September 2019, the Company entered into a three-year lease agreement to lease a commercial building in Escondido, California. The building is owned by a related party.

In September 2019, Likido entered into a lease agreement of office space in Edinburg, Scotland. The lease matures in January 2021.

Future minimum lease payments are as follows:

7) Officers, Directors, and Control Persons

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section.

8) Legal/Disciplinary History

A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of:

1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None

Fiscal Year Ended June 30,

2020 $ 35,319

2021 47,587

2022 17,980

2023 18,112

Total minimum lease payments $ 118,999

Name of Officer/Director and Control Person Affiliation with Company (e.g. Officer/Director/Owner of more than 5%) Residential Address (City / State Only)

Number of shares owned Share type/class Ownership Percentage of Class Outstanding Note

Brian Bonar CEO and Chairman of the Board

600 La Terraza Blvd., Second Floor, Escondido, CA 92025

5,026,314 Common 7.9%

Brian Kendrick Director 600 La Terraza Blvd., Second Floor, Escondido, CA 92025

0

Pauline Gourdie Director 600 La Terraza Blvd., Second Floor, Escondido, CA 92025

0

Fletcher Robbe Director 600 La Terraza Blvd., Second Floor, Escondido, CA 92025

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2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

None

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

None

B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

No pending legal proceedings

9) Third Party Providers

Please provide the name, address, telephone number and email address of each of the following outside providers:

Counsel

Name: Fletcher Robbe

Firm: Fletcher Robbe International LLP Attorneys’ at Law

Address 1: 468 Camden Drive, 2nd_{floor, Beverly hills, CA 90210}

Accountant or Auditor

Name: Eric Sherb

Firm: Eric Sherb Consulting Services

Address 1: 145 West 67th_{St., Apt 26J, New York, NY 10023}

Investor Relations Consultant None

Other Service Providers

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10) Issuer Certification

Principal Executive Officer:

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities).

The certifications shall follow the format below: I, Brian Bonar certify that:

1. I have reviewed this quarterly report of Dalrada Financial Corporation dated March 31, 2020;

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

Insert signature

/s/ Brian Bonar

Principal Executive Officer May 25, 2020

Principal Financial Officer: I, Brian Bonar certify that:

1. I have reviewed this quarterly report of Dalrada Financial Corporation dated March 31, 2020;

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

Insert signature

/s/ Brian Bonar

Principal Financial Officer May 25, 2020