10-Q

UNITED STATES

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 September 30, 2017

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

For the transition period from __________ to __________

CEREBAIN BIOTECH CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-54381	26-1974399
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 Anton Blvd., Suite 1100

Costa Mesa, CA 92626

(Address of principal executive offices)

714-371-4109

(Registrant’s telephone number, including area code)

_________________________________

(Former address, if changed since last report)

___________________________________

(Former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	¨

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

Class of Securities	Shares Outstanding at November 9, 2017
Common Stock, $0.001 par value	8,319,347

CEREBAIN BIOTECH CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		PAGE
ITEM 1.	FINANCIAL STATEMENTS		3
	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS		4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		5
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		6
	NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		32
ITEM 4.	CONTROLS AND PROCEDURES		32
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		33
ITEM 1A.	RISK FACTORS		33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		34
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		34
ITEM 4.	MINING SAFETY DISCLOSURES		34
ITEM 5.	OTHER INFORMATION		34
ITEM 6.	EXHIBITS		35
SIGNATURES			38

2

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements of registrant for the three-month periods ended September 30, 2017 and 2016 follow. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			June 30,
	2017			2017
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,110		$	11,345
Prepaid expenses		138,084			225,517
Total current assets		139,194			236,862
Total assets	$	139,194		$	236,862
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	956,970		$	926,131
Related party payables		275,040			260,608
Accrued payroll		137,565			115,810
Payroll taxes payable		88,431			59,234
Convertible notes to stockholders, current portion		92,500			100,000
Related party notes payable		364,000			289,000
Total current liabilities		1,914,506			1,750,783
Long term liabilities:
Convertible notes to stockholders, net of current portion and net of debt discount of approximately $10,385 and $12,053, respectively		2,748,227			2,739,059
Total long term liabilities		2,748,227			2,739,059
Total liabilities		4,662,733			4,489,842
Commitments and contingencies (Note 4)
Stockholders’ deficit
Preferred stock ($0.001 par value: 1,000,000 shares authorized; none issued and outstanding)		-			-
Common stock ($0.001 par value: 249,000,000 shares authorized; 8,319,347 and 7,880,347 shares issued and outstanding at September 30, 2017 and June 30, 2017, respectively)		8,319			7,880
Additional paid in capital		23,430,346			23,269,861
Accumulated deficit		(27,962,204	)		(27,530,721	)
Total stockholders’ deficit		(4,523,539	)		(4,252,980	)
Total liabilities and stockholders’ deficit	$	139,194		$	236,862

See accompanying notes to unaudited condensed consolidated financial statements

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	September 30,
	2017			2016
Operating Expenses
Selling, general and administrative expenses	$	288,918		$	390,095
Research and development costs		42,314			69,896
Patent Royalty Expense		25,000			25,000
Marketing expenses		3,148			3,120
Total operating expenses		359,380			488,111
Other (income) expense
Accretion of debt discount		1,668			8,168
Loss from extinguishment of debt		30,000			3,656,179
Interest expense		40,435			37,509
Total other (income) expense		72,103			3,701,856
Operating loss		(431,483	)		(4,189,967	)
Loss before income taxes		(431,483	)		(4,189,967	)
Income taxes		-			-
Net loss	$	(431,483	)	$	(4,189,967	)
Loss per share:
Basic and diluted loss per share	$	(0.05	)	$	(0.59	)
Basic and diluted weighted average shares outstanding		8,003,532			7,147,869

See accompanying notes to unaudited condensed consolidated financial statements

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(431,483	)	$	(4,189,967	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount		1,668			8,168
Loss from extinguishment of debt		30,000			3,656,179
Stock based compensation		15,925			108,692
Amortization of stock based prepaid consulting compensation		122,433			122,719
Changes in operating assets and liabilities:
Prepaid expenses		-			(51,852	)
Accounts payable		30,838			83,596
Related party payables		14,432			63,802
Accrued payroll and taxes		50,952			-
Net cash used in operating activities		(165,235	)		(198,663	)
Cash flows from financing activities:
Proceeds from exercise of warrants		-			20,000
Proceeds from issuance of common stock		80,000			-
Proceeds from related party notes		75,000			-
Proceeds from convertible notes		-			160,000
Net cash flows provided by financing activities:		155,000			180,000
Net change in cash and cash equivalents		(10,235	)		(18,663	)
Cash and cash equivalents- beginning of period		11,345			20,245
Cash and cash equivalents- end of period	$	1,110		$	1,582
Supplemental disclosure of non-cash activities:
Cash paid during the period for:
Interest	$	-		$	-
Income tax	$	-		$	-

Supplemental disclosure on non-cash investing and financing activities:
Debt discount associated with convertible notes payable – beneficial conversion feature	$	-	$	2,000
Debt discount associated with convertible notes payable – warrant feature		-		8,000
Stock issued for prepaid services	$	35,000	$	7,500
Conversion of convertible notes payable into stock	$	-	$	8,000

See accompanying notes to unaudited condensed consolidated financial statements

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Description of Business

Cerebain Biotech Corp. (Formerly Discount Dental Materials, Inc.) (“Cerebain Biotech”), was incorporated on December 18, 2007 under the laws of Nevada. The Company is a smaller reporting biomedical company and through its wholly owned subsidiary, Cerebain Operating, Inc. (Formerly Cerebain Biotech Corp.), the Company’s business revolves around the discovery of products for the treatment of Alzheimer’s disease utilizing Omentum. The Company plans to produce products that will include both a medical device solution as well as a synthetic drug solution.

Cerebain Operating, Inc. was incorporated on February 22, 2010, in the State of Nevada.

The accompanying (a) condensed balance sheet at June 30, 2017 has been derived from audited statements and (b) unaudited interim condensed financial statements as of September 30, 2017 and for the three-month periods ended September 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2017 included on Form 10-K filed with the Securities and Exchange Commission on September 15, 2017.

NOTE 2 – BASIS OF PRESENTATION

The Company operates in one segment in accordance with accounting guidance Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. Our Principal Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $27,962,000 and $27,531,000 at September 30, 2017 and June 30, 2017, respectively, and had a net loss of approximately $431,000 and $4,190,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and net cash used in operating activities of approximately $165,000 and $199,000 for the three-month periods ended September 30, 2017 and 2016, respectively, with no revenue earned since inception, limited cash of approximately $1,000 and $11,000 at September 30, 2017 and June 30, 2017, respectively, and a lack of operational history. These matters raise substantial doubt about our ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the condensed consolidated financial statements.

Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of long-lived assets, the valuation of equity instruments and the valuation of warrants and options.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Cerebain Biotech Corp. and its wholly-owned subsidiary, Cerebain Operating, Inc. (collectively referred to as the “Company”). There are no material intercompany transactions.

Advertising Costs

Advertising costs are recorded as general and administrative expenses when they are incurred. Advertising costs charged to operations were approximately $3,000 and $3,000 for the three-month periods ended September 30, 2017 and 2016, respectively.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development costs charged to operations were approximately $42,000 and $70,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and are included in research and development costs in the accompanying condensed consolidated statements of operations (See Note 4).

Debt

The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes.

Debt with warrants

In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, record as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in our consolidated balance sheets. The Company determines the value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of the stock. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. The debt is treated as conventional debt.

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

Convertible debt – beneficial conversion feature

If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations.

If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

Debt Modifications and Extinguishments

When the Company modifies or extinguishes debt, it does so in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms shall be accounted for like an extinguishment. Based on the guidance relied upon and the analysis performed, if the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in terms meet the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment.

Fair Value of Financial Instruments

The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2017 and June 30, 2017, the fair value of cash, accounts payable, related party payables, and notes payable to stockholders approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

FASB ASC Topic 825 “Financial Instruments,” requires disclosure about fair value of financial instruments.

The FASB ASC Topic 820, Fair Value Measurement, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

· Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

· Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

· Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Concentrations, Risks, and Uncertainties

The Company is a startup company subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure.

Basic and Diluted Earnings Per Share

Basic earnings (loss) per common share is computed by dividing net earnings applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method, consisting of shares that might be issued upon exercise of common stock warrants and conversion of convertible notes. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common shares equivalents, because their inclusion would be anti-dilutive.

Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:

· Warrants,

· Convertible notes,

· Employee stock options, and

· Other equity awards, which include long-term incentive awards.

The FASB ASC Topic 260, “Earnings Per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. The additional shares included in diluted earnings per share represents the number of shares that would be issued if all of the Company’s outstanding dilutive instruments were converted into common stock.

Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options, warrants, and convertible notes are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

Recent Accounting Pronouncements

The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have a significant impact on the Company’s future financial statements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

Eric Clemons

On June 15, 2013, the Company entered into an employment agreement with Eric Clemons. Terms of the agreement included the following:

· An annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Bonus of $40,000 upon the delivery to the Company of a prototype medical device from Sonos Models Inc., which has been paid in full.

· Cash bonus should he be responsible for the Company consolidating with or merge into another corporation or convey all or substantially all of its assets to another corporation, will receive a cash bonus calculated using a Lehman formula of 5% for the first $1,000,000, 4% for the second $1,000,000, 3% for the third $1,000,000, 2% for the fourth $1,000,000, and 1% thereafter. To date, this incentive has not earned or been paid.

· Option to acquire up to 100,000 shares of the Company’s common stock at an exercise price of $5.00 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $822,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 100%; risk-free interest rate of 1.04%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 100,000 options to purchase the Company’s common stock have vested. The selling, general and administrative expense has been fully amortized.

On October 1, 2014, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreement. Terms of the addendum include included the following:

· Extension of employment until December 31, 2017.

· Annual salary of One Hundred Ninety-Five Thousand Dollars ($195,000).

· Option to acquire up to 100,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $1.20 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $112,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 262%; risk-free interest rate of 1.69%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 80,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $5,500 and $5,500 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $21,000.

 

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

On March 1, 2015, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreements. Terms of the addendum included a cash placement bonus equal to an amount up to 10% of the aggregate purchase price paid by each purchaser of the Company’s Securities and Convertible Debt, where the purchaser of said Securities and Convertible Debt has been directly introduced to the Company by Mr. Clemons. For the three-month periods ended September 30, 2017 and 2016, a cash placement bonus was earned of approximately $0 and $15,000, respectively, which was recognized as a reduction of the proceeds from the sale of shares of common stock and debt issuances and recorded as an expense.

On September 29, 2016, the Company issued Mr. Clemons an option to acquire up to 105,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $78,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 21,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $4,000 and $20,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $43,000.

To date, employee and employer payroll taxes have been accrued but have not been remitted to taxing authorities by the Company for cash compensation paid. As a result, the Company could be liable such payroll taxes and any related penalties and interest.

Wesley Tate

On June 15, 2013, the Company entered into an employment agreement with Wesley Tate. Terms of the agreement included the following:

· Annual salary of One Hundred Five Thousand Dollars ($105,000).

· Bonus of $20,000 upon the delivery to the Company of a prototype medical device form Sonos Models, Inc., which has been paid in full.

· Option to acquire up to 50,000 shares of the Company’s common stock at an exercise price of $5.00 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $411,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 100%; risk-free interest rate of 1.04%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 50,000 options to purchase the Company’s common stock have vested. The selling, general and administrative expense has been fully amortized.

On April 1, 2014, the Company entered into an addendum to this agreement. The addendum had no accounting impact on the prior agreement. Terms of the addendum included 25,000 of the Company’s common restricted shares representing a retention bonus as an incentive for him to remain in the employment of the Company for 12 months. The Company recognized a prepaid expense of approximately $37,500, which has been fully amortized to selling, general and administrative.

On October 1, 2014, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreements. Terms of the agreement included the following:

· Extension of employment until June 15, 2017. The Company entered into a new contract on October 1, 2015.

· Annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Option to acquire up to 50,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $1.20 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $56,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 262%; risk-free interest rate of 1.69%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 40,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $2,700 and $2,700 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $10,000.

  

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

On October 1, 2015, the Company entered into a new employment agreement. The new contract had no accounting impact on the prior agreements. Terms of the agreement included the following:

· Extension of employment until October 2018.

· Annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Stock grant of 150,000 of the Company’s common restricted shares for services provided to the Company. The Company recognized selling, general and administrative expense of approximately $40,000 for the year ended June 2016.

On September 29, 2016, the Company issued Mr. Tate an option to acquire up to 105,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $78,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 21,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $4,000 and $20,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $43,000.

To date, employee and employer payroll taxes have been accrued but have not been remitted to taxing authorities by the Company for cash compensation paid. As a result, the Company could be liable such payroll taxes and any related penalties and interest.

Commitments

In September 2012, the Company entered into an agreement with Sonos Models, Inc. (“Sonos”) to build up to three medical device prototypes to be used for testing. In April 2014, the Company entered into an addendum to the agreement with Sonos, which included a commitment by the Company to pay Sonos up to One Million Dollars ($1,000,000) cash, excluding stock based compensation, for research and development costs. These costs will be recognized in research and development expense as costs are incurred. To date, Sonos has been issued 325,000 restricted shares of the Company’s stock and the Company has paid approximately $220,000, of which $65,000 has been incurred towards the Company’s monetary commitment.

To date, the results of the research suggest we have three options for implantable devices with a bias towards having them as non-invasive as possible. The options are comprised of two electro-stim types that have a multitude of variable test parameters that can be changed and modified externally as the testing facility conducts clinical trials on each patient. It is theorized that if a patient’s response to the Omentum stimulation is successful, the clinical facility should be able to perform various tests for the purpose of setting “markers” for the patient and then perform the standardized cognitive testing for Alzheimer’s patient with the intent of developing a testing matrix. It is our objective to test various methods and modalities with the aim of developing an enormous matrix of input to direct us to the best solution.

 

13

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

Consulting Agreements

Between December 2013 and September 2017, the Company entered into service and consulting agreements with various vendors to provide assistance to the Company in several areas including the marketing of its biomedical products upon the availability of the device, capital markets and marketing strategies, research and development, advertising services and assistance in the introduction of the Company to medical device testing organization and to facilitate access to doctors in numerous countries, including Poland, Uzbekistan and China. They were compensated an approximate aggregate 1,935,000 shares of the Company’s fully vested and non-forfeitable common stock. These contracts are for twelve to thirty-six months and may be renewed or extended for any period as may be agreed by the parties. As of September 30, 2017, the Company has extended some of the contracts for additional periods. Any of the parties may terminate their respective agreement by providing thirty (30) days written notice of such termination. The Company has recognized $30,000 in accounts payable which is in arrears with one contractual obligation and is in discussions with the consultant to renegotiate the terms of the contract. As these contracts are for a period of up to twelve months to thirty-six months, the Company recorded the original approximate $2,670,000 as the value of the shares issued to prepaid expense and is amortizing the expense associated with these issuances over a twelve to thirty-six-month period. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $72,000 and $116,000, respectively. The unamortized prepaid expenses of these contracts are approximately $56,000 and included in prepaid expenses on the consolidated balance sheets at September 30, 2017 compared to $290,000 for the three-month period ended September 30, 2016.

In January 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of thirty-six months. Compensation was issuance of 75,000 shares of the Company’s stock and fully vested and non-forfeitable options to acquire up to 300,000 shares of our common stock, at an exercise price of $0.33 per share. Fair Market Value of these options totaled approximately $83,500, and is to be recognized ratably over the service period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 210%; risk-free interest rate of 1.07%; expected term of 3 years; and 0% dividend yield. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $7,000 and $7,000, respectively. The unamortized prepaid expense of this contract is approximately $42,000 and included in prepaid expenses on the consolidated balance sheets at September 30, 2017.

In October 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of twelve months. Compensation was issuance of 300,000 shares of the Company’s stock (See Note 7) and fully vested and non-forfeitable warrants to acquire up to 300,000 shares of our common stock, at an exercise price of $0.40 per share. Fair Market Value of these warrants totaled approximately $171,000, and is to be recognized ratably over the service period in selling, general and administrative expense. The warrants were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 205%; risk-free interest rate of 0.63%; expected term of 1 year(s); and 0% dividend yield. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $43,000 and $0, respectively. The prepaid expense of this contract has been fully amortized as of September 30, 2017.

As of September 30, 2017, future maturities of prepaid expenses on value of shares issued for consulting are as follows:

Fiscal year ended June 30,
2018	$	72,849
2019		25,235
Total	$	98,084

 

14

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

Legal

On July 21, 2016, the Company was sued in the United States District Court for the Eastern District of Pennsylvania (Miriam Weber Miller v. Cerebain Biotech Corp. and Eric Clemons, Civil Action No. 16-3943) by Miriam Weber Miller, with Mr. Clemons named as an individual defendant. According to the Complaint, the Plaintiff alleges: (i) she was hired by the Company to perform public relations, investor relations, corporate growth strategies, and was to be an advisor to the Company’s Chief Executive Officer, (ii) she performed services, and (iii) that she was not fully compensated for those services. The Complaint claims causes of action for breach of contract, violation of the Pennsylvania wage payment and collection law, and unjust enrichment, and seeks damages of approximately $400,000. On April 3, 2017, without admitting fault or liability, and still denying the same, the Company made a business decision to resolve the lawsuit and it is now settled, effectively ending the litigation. In consideration for signing the agreement, the Company agreed to pay Ms. Miller no more than $120,000 in total and no less than $100,000 in total, the terms of such alternative payment options are as follows:

1) The Company could pay Ms. Miller the total gross amount of one hundred twenty thousand dollars ($120,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017; and
b)	Beginning within ninety (90) days after March 29, 2017, the Company would make monthly payments of fifteen thousand dollars ($15,000) to Ms. Miller’s representative until such time that Ms. Miller and her representative has received the gross amount of $120,000, OR

2) The Company could pay Ms. Miller the total gross amount of one hundred thousand dollars ($100,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of eighty thousand dollars ($80,000) within sixty (60) days after March 29, 2017, OR

3) The Company could pay Ms. Miller the total gross amount of one hundred ten thousand dollars ($110,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of fifteen thousand dollars ($15,000) within sixty (60) days after March 29, 2017.
c)	One payment of seventy-five thousand dollars ($75,000) within ninety (90) days after March 29, 2017.

The Company selected the 1^st payment option. Upon all payments being made pursuant to the terms set forth in the agreement, Ms. Miller has agreed to knowingly and voluntarily release and discharge the Company of and from all claims, demands, liabilities, obligations, promises, controversies, compensation, wages, bonuses, commissions, damages, rights, actions and causes of action known and unknown, at law or in equity, which Ms. Miller has or may have against the Company as of the date of execution of the settlement agreement.

The Company has recognized an accrual in Accounts Payable for payment of the agreed upon settlement, but no accrual has been made for additional legal contingencies in the consolidated financial statements as of September 30, 2017. For the three-month period ended September 30, 2017, the Company paid Ms. Miller forty-five thousand dollars ($45,000) as agreed in the settlement agreement. As of September 30, 2017, we owe Ms. Miller an additional $40,000 under the terms of the settlement agreement, which amount is due by December 29, 2017.

NOTE 5 – PATENT RIGHTS

On June 10, 2010, the Company entered into a Patent License Agreement under which the Company acquired the exclusive rights to certain intellectual property related to using Omentum for treating dementia conditions. Under the agreement, the Company has paid rights fees of $50,000 to Dr. Saini, and the Company issued Dr. Saini 825,000 shares of our common stock, valued at $6,600 (based on the fair market value on the date of grant) restricted in accordance with Rule 144. In addition, Dr. Saini will have the option to participate in the sale of equity by the Company in the future, up to ten percent (10%) of the money raised, in exchange for the applicable number of his shares. To date, Dr. Saini has not participated in any sales of equity.

 

15

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

The Patent License agreement provides for a royalty payment of six (6) percent of the value of the net sales, as defined, generated from the sale of licensed products. The agreement also provides for yearly minimum royalty payments of $50,000 for the fourth (June 2014), fifth (June 2015), and sixth (June 2016) anniversary of the date of the agreement, and a yearly minimum royalty payment of $100,000 for each year thereafter during the term of the agreement. The Company has accrued the minimum patent royalty expense associated with the patent rights in accounts payable and is currently in arrears and in discussions to renegotiate the terms of the agreement. The term of the agreement shall continue until the patent in the intellectual property expires, unless terminated sooner under the provisions of the agreement, as defined.

The patent will have an estimated useful life of 20 years based on the term of the patent. Amortization of the patent will begin when the patent is issued by the United States Patent and Trademark Office and put in use.

Legal fees pertaining to the patent are recorded as general and administrative expenses when they are incurred. Legal fees charged to operations were approximately $450 and $600 for the three-month periods ended September 30, 2017 and 2016, respectively.

The Company recognized a patent royalty expense of approximately $25,000 for the three-month period ended September 30, 2017 compared to $25,000 for the three-month period ended September 30, 2016. The accrued payable of $275,000 pertaining to the patent royalty expense at September 30, 2017 is included in related party payables.

NOTE 6 – NOTES PAYABLE

Short Term Notes Payable

	Short Term Notes Payable
	September 30, 2017		June 30, 2017
Short term notes payable (A)	$	114,000	$	114,000
Short term notes payable (B)		250,000		175,000
Net total	$	364,000	$	289,000

Related Party Notes Payable

(A)

In 2012, the Company issued a note payable to a related party. The note was scheduled to mature on December 31, 2013 and accrued interest at seven and one-half (7.5) percent per annum. In February 2016, the noteholder provided the Company with an additional $1,000. As of September 30, 2017, the outstanding balance was $114,000. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note.

(B)

In 2017, the Company issued notes payable to a related party. The notes were scheduled to mature on June 30, 2017 and accrued no interest. In addition, the Company issued to the noteholder 50,000 shares of the Company’s common stock. In connection with the issuance of the 50,000 shares of stock, the Company recorded the approximate $26,000 value of the shares issued as debt discount cost. The expense has been fully amortized at June 30, 2017. The Company used a recent sale of stock to an independent third party for cash to determine the fair market value of the transaction. As of June 30, 2017, the outstanding principal balance was $175,000. On August 29, 2017, the Company issued a $250,000 amended and consolidated note payable. The amended and consolidated note payable is a consolidation of the $175,000 notes payable and an additional $75,000. The amended and consolidated promissory note is scheduled to mature on December 31, 2017 and accrues no interest. In addition, the Company issued to the noteholder 200,000 shares of the Company’s common stock (see Note 7). In connection with the issuance of the 200,000 shares of stock, the Company recorded the approximate $30,000 value of the shares issued as loss on extinguishment of debt.

 

16

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

Convertible Notes to Stockholders

	Convertible Notes Payable
	September 30, 2017			June 30, 2017
Convertible notes payable (A)	$	131,000		$	131,000
Convertible note payable (B)		260,000			260,000
Convertible notes payable (C)		2,460,112			2,460,112
Subtotal		2,851,112			2,851,112
Debt discount		(10,385	)		(12,053	)
Net total	$	2,840,727		$	2,839,059

Convertible Notes Payable (A)

Between September 2013 and September 2017, the Company entered into various unsecured convertible promissory notes with non-affiliate stockholders for principal amounts of approximately $7,500 to $30,000, totaling approximately $157,000, offset by the conversion of convertible notes payable to shares of the Company’s common stock of approximately $26,000, netting a balance of approximately $131,000. Under the terms of these notes, maturity dates range from June 2015 and July 2019, interest rates range from 7.5% to 8.0% per annum, and are convertible into shares of our common stock at rates that range from $0.20 and $5.00 per share, but only if such conversion would not cause the noteholders to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights. In addition, the Company granted to certain noteholders a cashless option to purchase one (1) share of the Company’s common stock, $.001 par value, at the exercise price of $0.50 to $1.25 per share, for each share the noteholders are entitled pursuant to the promissory notes. The options are fully vested and shall expire from one to three years from date of execution. For the period ended September 30, 2017, the Company is in default approximately $62,500 on various notes. As a result, these notes are included in the current portion of convertible notes payable, and the Company is in discussions with the noteholders to restructure the terms of the notes.

The Company determined that some of the notes had a beneficial conversion feature of approximately $38,000.

The Company recognized an accretion of debt discount expense of approximately $1,700 and $8,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The accretion of debt discount expense to be recognized in future years is approximately $10,000.

Unsecured, Amended and Consolidated Convertible Note Payable (B)

December 2014 Convertible Note

In December 2014, the Company entered into an unsecured convertible promissory note with a non-affiliate stockholder for a principal amount of $200,000. The note payable was extinguished in December 2015, accrued interest at 7.5% per annum, and convertible into shares of our common stock at a conversion rates of $1.00 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

The Company determined that the note had a beneficial conversion feature of approximately $90,000.

 

17

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

December 2015 Convertible Note

In December 2015, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of $260,000. In exchange, the Company extinguished a $10,000 short term note payable, the $200,000 convertible note payable issued in December 2014, and received cash of $50,000. The amended and consolidated note payable matures in October 2019, accrues interest at 7.5% per annum, and convertible into shares of our common stock at a conversion rates of $0.20 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights. In addition, the Company granted to the noteholder a cashless warrant to purchase one (1) share of the Company’s common stock, $.001 par value, at the exercise price of $0.50 per share, for each share the noteholder is entitled pursuant to the promissory note. The options are fully vested and shall expire three years from date of execution.

The Company determined the estimated relative fair value discount of the warrants was approximately $128,000 which was valued using the Black-Scholes option pricing model with the following inputs: volatility of 240%; risk-free interest rate of 1.05%; expected term of 3 years; and 0% dividend yield.

The Company determined that the note had a beneficial conversion feature of approximately $141,000.

Unsecured, Amended and Consolidated Convertible Notes Payable (C)

June 2015 Convertible Note

In June 2015, the Company entered into an unsecured convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $1,475,000. The note matured on June 9, 2017 and accrued interest at 7.5% per annum and is convertible into shares of our common stock at a conversion rate of $1.00 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

December 2015 Convertible Note

In December 2015, the Company entered into an unsecured $112,000 promissory note with a stockholder. The note matured on March 31, 2016 and accrued no interest. In addition, the Company issued to the noteholder 125,000 shares of the Company’s common stock.

In connection with the issuance of the 125,000 shares of stock in December 2015, the Company recorded the approximate $39,000 value of the shares issued, included in loss on extinguishment. The Company used a recent sale of stock to determine the fair market value of the transaction.

February 2016 Convertible Note

In February 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,100,000. In exchange, the Company modified the $1,475,000 convertible note payable issued in June 2015, the $112,000 note payable issued in December 2015, accounts payable related to accrued interest of approximately $293,000, and received cash of $200,000. The amended and consolidated note payable matures February 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.50 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,100,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

 

18

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

April 2016 Convertible Note

In April 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,130,000. In exchange, the Company modified the $2,080,112 convertible promissory note payable issued in February 2016 and received cash of $55,000. The amended and consolidated convertible note payable matures in February 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.50 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,130,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

August 2016 Convertible Note

In August 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,285,000. In exchange, the Company extinguished the $2,135,112 convertible promissory note payable issued in April 2016 and received cash of $150,000. The amended and consolidated convertible note payable matures in August 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.40 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,285,000 convertible note, the Company determined the embedded conversion feature does meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered an extinguishment that would require the recognition of a gain or loss. The Company recognized a loss from extinguishment of debt of approximately $3.7 million during the quarter ended September 30, 2016.

October 2016 Convertible Note

In October 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,310,000. In exchange, the Company modified the $2,285,000 convertible promissory note payable issued in August 2016 and received cash of $25,000. The amended and consolidated convertible note payable matures in October 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.40 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,310,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

November 2016 Convertible Note

In November 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,410,000. In exchange, the Company extinguished the $2,310,112 convertible promissory note payable issued in October 2016 and received cash of $100,000. The amended and consolidated convertible note payable matures in November 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.15 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

 

19

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

In connection with the $2,410,000 convertible note, the Company determined the embedded conversion feature does meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered an extinguishment that would require the recognition of a gain or loss. The Company recognized a loss from extinguishment of debt of approximately $10.1 million for the fiscal year ended June 30, 2017.

January 2017 Convertible Note

In January 2017, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,460,000. In exchange, the Company modified the $2,410,112 convertible promissory note payable issued in November 2016 and received cash of $50,000. The amended and consolidated convertible note payable matures in January 2019, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.15 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,460,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

The Company recognized interest expense on all notes payable to stockholders of approximately $40,000 and $38,000 for the three-month periods ended September 30, 2017 and 2016, respectively. Accrued interest on all notes payable to stockholders at September 30, 2017 and 2016 totaled approximately $300,000 and $140,000, respectively, and is included in accounts payables.

As of September 30, 2017, future maturities of all notes payable are as follows:

Fiscal year ended June 30,
2018	$	456,500
2019		2,742,612
2020		16,000
Total outstanding notes		3,215,112
Debt Discount		(10,385	)
Net Notes Payable	$	3,204,727

NOTE 7 – STOCK TRANSACTIONS

For the three-month period ended September 30, 2017, the Company entered into various stock purchase agreements with a third party between July 2017 and September 2017, under which the Company issued 64,000 shares of its common stock, in exchange for $80,000. The aggregate value of these shares was $80,000 as the price was $1.25 per share. The stock purchase agreements include piggyback registration rights. In connection with one of the stock purchase agreements, the Company will also issue 64,000 warrants at $2.50 per share. The warrant agreement will be issued after the full amount of the investment is determined after December 31, 2017.

For the three-month period ended September 30, 2017, the Company issued 375,000 fully vested, nonforfeitable shares of common stock to various individuals as payment for consulting services and financing fee per agreements dated between July 2017 and September 2017. The aggregate fair market value of these shares was approximately $65,000 as the fair market value of the stock was between $0.15 and $0.20 per share. The Company recognized the $35,000 as a prepaid expense and $30,000 as a loss from extinguishment of debt. The Company used recent sales of stock to determine the fair market value of these transactions.

 

20

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

On May 15, 2017, the Company issued a Private Placement Memorandum (“PPM”). The PPM authorizes the sale of up to 400 units, with each Unit consisting of one $10,000 Principal Amount Convertible Debenture and a warrant to purchase one share of our common stock, at a price of $1.25 per Unit. Each Unit includes a warrant to purchase 25,000 shares of the Company’s common stock, $.001 par value, at the exercise price of $0.80 per share. The Debentures will be convertible at Forty Cents ($0.40) per share. The Offering was to terminate on June 30, 2017, unless extended one or more times by us to a date not later than July 31, 2017. On August 18, 2017, by unanimous written consent of our directors, we extended the offering through December 31, 2017. As of September 30, 2017, the Company has received no subscriptions.

NOTE 8 – OPTIONS AND WARRANTS

Options

For the three-month period ended September 30, 2017, the Company had 910,000 options outstanding at a weighted average exercise price of $1.45 and a weighted average contractual life of 7.69 years, with 682,000 options exercisable at a weighted average exercise price of $1.64 and a weighted average contractual life of 6.92 years. For the three-month period ended September 30, 2017 and 2016, the Company recognized an expense of approximately $16,000 and $115,000, respectively, and was recorded as compensation expense. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $158,000.

Warrants

For the three-month period ended September 30, 2017, the Company had approximately 1,700,000 warrants outstanding at an average exercise price of $0.50. For the three-month period ended September 30, 2017 and 2016, the Company recognized an accretion of debt discount related to warrants expense of approximately $1,300 and $700, respectively. The approximate expense expected to be recognized in future years is $8,500.

NOTE 9 – RELATED PARTY TRANSACTIONS

On September 29, 2016, the Company issued Eric Clemons and Wesley Tate options to acquire up to a total of 210,000 shares of our common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair value of these options totaled approximately $156,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 42,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $8,000 and $39,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $86,000.

NOTE 10 – EARNINGS PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

The total number of potential additional dilutive options and warrants outstanding was approximately 2.6 million and 2.4 million for the three-month periods ended September 30, 2017 and 2016, respectively. In addition, the convertible notes convert at an exercise price of between $0.20 and $5.00 per share of common stock representing approximately 18 million shares. The options, warrants and shares underlying the convertible note were considered for the dilutive calculation but in periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

 

21

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

The following table sets forth the computation of basic and diluted net income per share:

	For The Three Months ended September 30,
	2017			2016
Net loss attributable to the common stockholders	$	(431,483	)	$	(4,189,967	)
Basic weighted average outstanding shares of common stock		8,003,532			7,147,869
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		8,003,532			7,147,869
Earnings (loss) per share:
Basic and diluted	$	(0.05	)	$	(0.59	)

NOTE 11 – SUBSEQUENT EVENTS

In October 2017, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,560,000. In exchange, the Company modified the $2,460,000 convertible promissory note payable issued in January 2017 and received cash of $100,000. The amended and consolidated convertible note payable matures in October 2019, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.10 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Form 10-Q, which are not statements of historical fact, are what are known as “forward-looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “hopes,” “seeks,” “anticipates,” “expects,” and the like, often identify such forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. These and other factors may cause our actual results to differ materially from any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions, and projections about future events, actual events and results may differ materially, and our expectations, assumptions, and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.

Business Overview

We were incorporated on December 18, 2007, in the State of Nevada. We are a smaller reporting biomedical company and through our wholly owned subsidiary, Cerebain Operating, Inc. (“Cerebain”), our business involves the discovery of products for the treatment of Alzheimer’s disease utilizing Omentum. Under our current plan, our products will include both a medical device solution as well as a synthetic drug solution.

In accordance with our current business plan, the testing, research and development of both a medical device solution as well as a synthetic drug solution are underway, and we have contracted with certain third party companies to research, develop, and test certain products that could be used to treat dementia utilizing Omentum. We have also contracted with various individuals to facilitate the introduction of the company to medical device testing organizations in overseas locations including Poland, China and Uzbekistan for the purpose of testing our medicinal treatments utilizing Omentum. Our management anticipates that we may form subsidiaries and joint ventures to develop different drugs based on the intellectual property. Although we have contracted with a firm to research, develop and test products that could be used to treat dementia utilizing Omentum, in order to fully execute on that agreement, as well as hire one or more firms to research, develop and test medicinal treatments utilizing Omentum, we will need to raise additional funds. There can be no assurance we will be successful in raising the necessary funds. There can also be no assurance that further research and development will validate and support the results of our preliminary research and studies, or that the necessary regulatory approvals will be obtained or that we will be able to develop commercially viable products on the basis of our technologies.

Description of Patent License Agreement

On June 10, 2010, our subsidiary, Cerebain Operating, Inc., entered into a Patent License Agreement under which it acquired the exclusive rights to certain intellectual property related to using Omentum for treating dementia conditions. Under the agreement we paid rights fees of $50,000 to Dr. Saini, and issued Dr. Saini 825,000 shares of our common stock, valued at $6,600 (based on the fair market value on the date of grant) restricted in accordance with Rule 144. In addition, Dr. Saini has the option to participate in the sale of equity by us in the future, up to ten percent (10%) of the money raised, in exchange for the applicable number of his shares.

In addition, the Patent License agreement provides for a royalty payment of six (6) percent of the value of the net sales, as defined, generated from the sale of licensed products. The agreement also provides for yearly minimum royalty payments of $50,000 for the fourth (June 2014), fifth (June 2015), and sixth (June 2016) anniversary of the date of the agreement, and a yearly minimum royalty payment of $100,000 for each year thereafter during the term of the agreement. We have recognized costs associated with the patent rights for $275,000 in accounts payable for the patent rights and are currently in arrears and in discussions to renegotiate the terms of the agreement. The term of the agreement shall continue until the patent in the intellectual property expires, unless terminated sooner under the provisions of the agreement, as defined.

 

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The patent will have an estimated useful life of 20 years based on the term of the patent. Amortization of the patent will begin when the patent is issued by the United States Patent and Trademark Office and put in use.

Legal fees pertaining to the patent are recorded as general and administrative expenses when they are incurred. Legal fees charged to operations were approximately $450 and $600 for the three-month periods ended September 30, 2017 and 2016, respectively.

We recognized a patent royalty expense of approximately $25,000 for the three-month period ended September 30, 2017 compared to $25,000 for the three-month period ended September 30, 2016. The accrued payable of $275,000 pertaining to the patent royalty expense at September 30, 2017 is included in related party payables.

Overview of Dementia and Alzheimer’s Disease

Dementia (taken from Latin, originally meaning “madness”) is generally referred to as a serious loss and/or decline of human brain function. The areas of brain function affected by dementia include memory, attention, language, problem solving and emotion. Dementia is generally considered as a progressive and non-reversible condition. Alzheimer’s disease is the most common form of dementia. Alzheimer’s disease is an age-related, non-reversible brain disorder that develops over a period of years. Initially, people experience memory loss and confusion, which may be mistaken for the kinds of memory changes that are sometimes associated with normal aging. However, the symptoms of Alzheimer’s disease gradually lead to behavior and personality changes, a decline in cognitive abilities such as decision making and language skills, and problems recognizing family and friends. Alzheimer’s disease ultimately leads to a severe loss of mental functions. These losses are related to the worsening breakdown of the connections between certain neurons in the brain responsible for memory and learning. Neurons can’t survive when they lose their connections to other neurons. As neurons die throughout the brain, the affected regions begin to atrophy, or shrink. By the final stage of Alzheimer’s disease, damage is widespread and brain tissue has shrunk significantly.

Causes

Many scientists generally accept that one or more of the following mechanisms are responsible for dementia:

1)	accumulation of toxic materials in brain cells, which leads to death of the cells;
2)	reduction of certain biological factors (e.g. Acetylcholine or ACh) in a brain; and
3)	loss or reduction of blood flow in the brain.

Neurodegenerative diseases, such as Alzheimer’s disease and Parkinson’s disease, are the most common causes of dementia. Dementia can also be due to a stroke. In most circumstances, the changes in the brain that are causing dementia cannot be controlled or reversed.

Statistics

§ Affected population worldwide

According to the Alzheimer’s Association 2017 Alzheimer’s Disease Facts and Figures, an estimated 5.5 million Americans have Alzheimer’s disease, including approximately 200,000 individuals younger than age 65 who have younger-onset Alzheimer’s. By 2050, it is estimated that up to 16 million Americans will have the disease. Almost two-thirds, 3.3 million, of American seniors living with Alzheimer’s are women. By 2025, it is estimated that 20 states will see a 35 percent or greater growth in the number of people with Alzheimer’s. Someone in the United States develops Alzheimer’s every 66 seconds. In 2050, it is predicted that someone in the United States will develop the disease every 33 seconds.

 

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In addition, the Alzheimer’s Association stated Alzheimer’s disease is the 6^th leading cause of death in the United States and the 5^th leading cause of death for those aged 65 and older. In 2013, over 84,000 Americans officially died from Alzheimer’s; in 2016, an estimated 700,000 people will die with Alzheimer’s, meaning they will die after having developed the disease. Deaths from Alzheimer increased 71 percent from 2000 to 2013, while deaths from other major diseases (including heart disease, stroke, breast and prostate cancer, and HIVAIDS) decreased. Alzheimer’s is the only cause of death among the top 10 in America that cannot be prevented, cured, or even slowed.

According to the 2015 World Alzheimer Report, in 2015 about 46.8 million people had dementia worldwide. The report stated that this figure is likely to nearly double every 20 years, to nearly 74.7 million in 2030 and 131.5 million in 2050. For 2015, they estimate over 9.9 million new cases of dementia each year worldwide, implying one new case every 3.2 seconds. The regional distribution of new dementia cases is 4.9 million (49% of the total) in Asia, 2.5 million (25%) in Europe, 1.7 million (18%) in the Americas, and 0.8 million (8%) in Africa.

§ Cost

According to the Alzheimer’s Association 2017 Alzheimer’s Disease Facts and Figures, unpaid caregivers are primarily immediate family members, but they may be other relatives and friends. In 2015, 15.9 million family and friends provided an estimated 18.1 billion hours of unpaid care, a contribution to the nation valued at over $221.3 billion. Nearly half of care contributors cut back on their own expenses (including food, transportation and medical care) to pay for dementia-related care of a family member or friend. Care contributors are 28 percent more likely than other adults to eat less or go hungry because they cannot afford to pay for food. One in five care contributors cut back on their own doctor visits because of their care responsibilities. And, among caregivers, 74 percent report they are “somewhat” to “very” concerned about maintaining their own health since becoming a caregiver. On average care contributors lose over $15,000 in annual income as a result of reducing or quitting work to meet the demand of caregiving.

According to the 2015 World Alzheimer Report, the global cost of care for dementia will likely exceed $818 billion in 2015, or 1.09 percent of the world’s gross domestic product (GDP). These costs include those attributed to informal care from family member or others, direct social care from professional care givers, and direct medical bills. About 70% of these costs occur in Western Europe and North America. Such costs will continue to increase dramatically as the affected population of dementia increases.

§ Cost to Nation

According to the Alzheimer’s Association 2017 Alzheimer’s Disease Facts and Figures, Alzheimer’s disease is the most expensive condition in the nation. In 2017, the direct costs to American society of caring for those with Alzheimer’s will total an estimated $236 billion, with just under half of the costs borne by Medicare. Nearly one in every five Medicare dollars is spent on people with Alzheimer’s and other dementias. In 2050, it is estimated it will be one in every three dollars. The average per-person Medicare spending for those with Alzheimer’s and other dementias is three times higher than for those without these conditions. The average per-person Medicaid spending for seniors with Alzheimer’s and other dementias is 19 times higher than average per-person Medicaid spending for all other seniors. Unless something is done, in 2050, Alzheimer’s will cost over $1.1 trillion (in 2016 dollars). Costs to Medicare will increase over 365 percent to $589 billion.

Current Approaches to Treating Dementia

Currently, there is no cure for dementia. There are a number of prescription drugs that target those with Alzheimer’s and dementia, however those drugs primarily relieve some of the disease mechanisms and are often used early in the course of the disease; however, their effects in long-term progression of the disease condition are still unclear. A majority of management of dementia generally focuses on providing emotional and physical support to a patient during the progression of the disease from caregivers or in facilities. While such support is important and necessary to a patient, it is irrelevant to treatment of the disease. Accordingly, an effective method of treatment which may be able to delay the progression of the disease and/or recover damaged brain cells does not presently exist and remains a great need.

 

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Omentum and its Use in Treating Dementia

Omentum Overview

The Omentum is a layer of tissue lying over internal organs (e.g. the intestines) like a blanket. Omentum has the ability to generate biological agents that nourish nerves and help them grow. When such agents identified from the Omentum were tested, they were shown to provoke the growth of new brain cells in areas of the brain affected by Alzheimer’s disease. The Omentum tissue can also increase the level of Acetylcholine (ACh) whose reduction is considered as a main cause of brain cell death. Some scientists believe that the ability of the Omentum to provide this important factor (ACh) may be a key to successfully treating dementia. Additionally, the Omentum has been shown to be angiogenic (i.e. to promote new blood vessel growth) in areas of the body lacking blood flow.

Use of Omentum in Treating Dementia

Historically, doctors have utilized Omentum to treat dementia using a procedure called omental transposition. This approach involves a surgical procedure in which the Omentum is surgically lengthened into the brain through the chest, neck and behind the ear. The Omentum is then laid directly on the underlying brain. According to studies conducted by a team in the University of Nevada, School of Medicine, omental transposition not only arrested Alzheimer’s disease, but also reversed it, resulting in the patient’s neurologic function being improved. Despite the promising results, this surgical procedure has not been popular because it is very invasive and therefore often causes unwanted complications to a patient, especially in the elderly. Accordingly, a less invasive procedure or a pharmaceutical approach in treatment of dementia remains a significant need.

Research and Development

In an effort to develop a less invasive procedure in the treatment of dementia, on May 16, 2012, we signed an agreement with medical device product development company Sonos Models, Inc. (“Sonos”) to assess our options for a medical device solution (“Initial Feasibility Study”).

We completed the Initial Feasibility Study and, as a result of the findings, entered into an agreement with Sonos in September 2012 to build up to three medical device prototypes to be used for testing. In April 2014, we entered into an addendum to the agreement with Sonos, which included a commitment by us to pay Sonos up to One Million Dollars ($1,000,000) cash, excluding stock based compensation, for research and development costs. These costs will be recognized in research and development expense as costs are incurred. To date, Sonos has been issued 325,000 restricted shares of our stock, 20,000 warrants to purchase shares of our common stock and paid approximately $220,000, of which $65,000 has been incurred towards our monetary commitment.

To date, the results of the research suggest we have three options for implantable devices with a bias towards having them as non-invasive as possible. The options are comprised of two electro-stim types that have a multitude of variable test parameters that can be changed and modified externally as the testing facility conducts clinical trials on each patient. It is theorized that if a patient’s response to the Omentum stimulation is successful, the clinical facility should be able to perform various tests for the purpose of setting “markers” for the patient and then perform the standardized cognitive testing for Alzheimer’s patient with the intent of developing a testing matrix. It is our objective to test various methods and modalities with the aim of developing an enormous matrix of input to direct us to the best solution. Our goal is to be less invasive, as small as possible and as simple as possible to reach the broadest patient base. We intend to “Shape and Innovate History” as we visualize and create a solution for this debilitating disease.

 

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Limited Operating History; Need for Additional Capital

There is very limited historical financial information about us on which to base an evaluation of our performance. We are a smaller reporting biomedical company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) of Cerebain includes the following sections:

· Results of Operations

· Liquidity and Capital Resources

· Capital Expenditures

· Fiscal Year End

· Going Concern

· Critical Accounting Policies

· Recent Accounting Pronouncements

· Off-Balance Sheet Arrangements

· Inflation

Results of Operations

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Revenue

For the three-month periods ended September 30, 2017 and 2016, we did not generate any revenues.

Operating expenses

Operating expenses decreased by approximately $128,000, or 26.37%, to approximately $360,000 in the three-month period ended September 30, 2017 from approximately $488,000 in the three-month period ended September 30, 2016 primarily due to the following: decrease in research and development cost; decrease in compensation expense due to some of the expense having been fully amortized; decrease in consultant costs, including costs related to fair value of stock and warrants issued for services and amortization of compensation costs related to stock options as we have fully amortized some of the expenses associated with these costs ; decrease in investor relations expense; and decrease in professional fees; offset by increase in marketing expense; increase in employee expense; and increase in travel and entertainment expenses.

Operating expenses for the three-month period ended September 30, 2017 were approximately comprised of marketing costs of $3,100, research and development costs of $42,000, patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $140,000, compensation expense of $16,000, employee expense of $95,000; professional fees of $22,500, travel and entertainment costs of $11,000, and other operating expenses of $5,400.

 

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Operating expenses for the three-month period ended September 30, 2016 were approximately comprised of marketing costs of $3,000, research and development costs of $70,000, patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $212,000, compensation expense of $109,000, professional fees of $50,000, investor relations expense of $4,000, travel and entertainment costs of $10,000, and other operating expenses of $5,000.

Other income (expenses)

Other expense decreased by approximately $3,630,000, or 98.05%, to approximately $72,000 in the three-month period ended September 30, 2017 from approximately $3,702,000 in the three-month period ended September 30, 2016 primarily due to the decrease in accretion of recorded debt discounts related to notes payable and recognition of loss from extinguishment of debt offset by increase in interest expense.

Net loss before income taxes

Net loss before income taxes for the three-month period ended September 30, 2017 totaled approximately $431,000 primarily due to the following decrease in research and development cost; decrease in compensation expense due to some of the expense having been fully amortized; decrease in consultant costs, including costs related to fair value of stock and warrants issued for services and amortization of compensation costs related to stock options as we have fully amortized some of the expenses associated with these costs ; decrease in investor relations expense; decrease in accretion of recorded debt discounts related to notes payable and recognition of loss from extinguishment; and decrease in professional fees; offset by increase in marketing expense; increase in employee expense; increase in travel and entertainment expenses, and increase in interest expense, compared to $4,200,000 for the three-month period ended September 30, 2016 primarily due to the following: increase in research and development cost; increase in compensation expense; increase in professional fees; and increase in travel and entertainment expenses; recognition of loss from extinguishment of debt; offset by decrease in marketing expense; decrease in consultant costs, including costs related to fair value of stock and warrants issued for services and amortization of compensation costs related to stock options; and decrease in patent royalty expense; decrease in accretion of recorded debt discounts related to notes payable and financing fee.

Assets and Liabilities

Assets were approximately $139,000 as of September 30, 2017. Assets approximately consisted of cash of $1,000 and prepaid expense of $138,000. Liabilities were approximately $4,660,000 as of September 30, 2017. Liabilities approximately consisted of accounts payable of $957,000, related party payables of $275,000, accrued payroll of $137,000, payroll taxes payable of $88,000, short term related party notes payable of $364,000, current portion of convertible notes of $92,000 and convertible notes to stockholders, net of debt discount, of $2,750,000.

Stockholders’ Deficit

Stockholders’ deficit was approximately $4,500,000 as of September 30, 2017. Stockholder’s deficit consisted primarily of deficit accumulated of approximately $28,000,000 at September 30, 2017, offset by shares issued to founders and recorded as compensation in the amount of $13,900, shares issued for fundraising totaling $1,571,000, net of issuance costs, beneficial conversion feature associated with convertible note of $15,288,000, shares issued in conversion of liabilities of $758,000, shares associated with warrants, options and issuances for services of $5,800,000 and shares issued for patent rights totaling $6,600.

 

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Liquidity and Capital Resources

General – Overall, we had a decrease in cash flows of approximately $10,200 in the three-month period ended September 30, 2017 resulting from cash used in operating activities of approximately $165,000, offset partially by cash provided by financing activities of approximately $155,000.

The following is a summary of our cash flows provided by (used in) operating and financing activities during the periods indicated:

	Three Months Ended September 30,
	2017			2016
Cash at beginning of period	$	11,345		$	20,245
Net cash used in operating activities		(165,235	)		(198,663	)
Net cash provided by financing activities		155,000			180,000
Cash at end of period	$	1,110		$	1,582

Cash Flows from Operating Activities – For the three-month period ended September 30, 2017, net cash used in operations was approximately $165,000 compared to net cash used in operations of approximately $199,000 for the three-month period ended September 30, 2016. Net cash used in operations was primarily due to a net loss of approximately $431,000 for the three-month period ended September 30, 2017, accretion of debt discount of approximately $1,600, loss from extinguishment of debt of approximately $30,000, stock based compensation of approximately $16,000, amortization of prepaid consulting compensation of approximately $122,000, and the changes in operating assets and liabilities of approximately $96,000.

Cash Flows from Financing Activities – Net cash flows provided by financing activities in the three-month period ended September 30, 2017 was approximately $155,000, compared to net cash provided of approximately $180,000 in the same period in 2016. The cash provided by financing activities was due to proceeds from promissory notes payable to stockholders of approximately $75,000 and proceeds from issuance of stock of approximately $80,000.

Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and we will require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the previous global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Capital Expenditures

Other Capital Expenditures

If we have the funds available, we expect to purchase approximately $30,000 of equipment in connection with the expansion of the business.

 

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Fiscal Year End

Cerebain and Cerebain Biotech each has a June 30 fiscal year end.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. We had an accumulated deficit of approximately $27,962,000 and $27,531,000 at September 30, 2017 and June 30, 2017, respectively, and had a net loss of approximately $431,000 and $4,190,000 for the three-month periods ended September 30, 2017 and 2016, respectively, net cash used in operating activities of approximately $165,000 and $199,000 for the three-month periods ended September 30, 2017 and June 30, 2017, respectively, with no revenue earned since inception, and limited cash of $1,000 and $11,000 at September 30, 2017 and June 30 2017, respectively. These matters raise substantial doubt about our ability to continue as a going concern.

While we are attempting to commence operations and attempting to generate revenues, our cash position will not be significant enough to support our daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan, generate revenues, and successfully borrow money or sell our securities for cash.

The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

The Commission has defined a company’s critical accounting policies as the ones that are most important to the portrayal of our financial condition and results of operations and which require us to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results. For additional information, see Note 3 - Summary of Significant Accounting Policies on page 9.

The following are deemed to be the most significant accounting policies affecting us.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Measurement, estimates and assumptions are used for, but not limited to, useful lives and residual value of long-lived assets, and the valuation of equity instruments. We make these estimates using the best information available at the time the estimates are made; however actual results when ultimately realized could differ from those estimates.

Income Taxes

We account for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

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Stock Compensation

We account for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Accounting for Derivative Financial Instruments

We evaluate stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The warrants do not qualify for hedge accounting, and as such, all future changes in the fair value of these warrants are recognized currently in earnings until such time as the warrants are exercised, expire or the related rights have been waived. These common stock purchase warrants do not trade in an active securities market. We estimate the fair value of these warrants using the Black-Scholes Option Pricing Model.

If a conversion feature of conventional convertible debt is not accounted for as a derivative instrument and provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount. The convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the straight-line method, which approximates the effective interest rate method.

Fair Value of Financial Instruments

We follow the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

We use fair value measurements for determining the valuation of derivative financial instruments payable in shares of its common stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine fair value. These require our judgment.

Recent Accounting Pronouncements

We have evaluated new accounting pronouncements that have been issued and are not yet effective for us and determined that there are no such pronouncements expected to have a significant impact on our future financial statements.

 

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Off-Balance Sheet Arrangements

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

Inflation

Management believes that inflation has not had a material effect on our results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2017, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control – Integrated Framework (“COSO”). Based on that assessment, management believes that, as of September 30, 2017, our internal control over financial reporting was ineffective, based on the COSO criteria, due to the following material weaknesses listed below.

· We have not performed a risk assessment and mapped our processes to control objectives.

· We have not implemented comprehensive entity-level internal controls.

· We have not implemented adequate system and manual controls.

· We do not have sufficient segregation of duties.

· We lack sufficient personnel with appropriate training and expertise in accounting principles general accepted in the United States.

Despite the material weaknesses reported above, our management believes that our financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the period ended September 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On July 21, 2016, we were sued in the United States District Court for the Eastern District of Pennsylvania (Miriam Weber Miller v. Cerebain Biotech Corp. and Eric Clemons, Civil Action No. 16-3943) by Miriam Weber Miller, with Mr. Clemons named as an individual defendant. According to the Complaint, the Plaintiff alleges: (i) she was hired by us to perform public relations, investor relations, corporate growth strategies, and was to be an advisor to our Chief Executive Officer, (ii) she performed services, and (iii) that she was not fully compensated for those services. The Complaint claims causes of action for breach of contract, violation of the Pennsylvania wage payment and collection law, and unjust enrichment, and seeks damages of approximately $400,000. On April 3, 2017, without admitting fault or liability, and still denying the same, we made a business decision to resolve the lawsuit and it is now settled, effectively ending the litigation. In consideration for signing the agreement, we agreed to pay Ms. Miller no more than $120,000 in total and no less than $100,000 in total, the terms of such alternative payment options are as follows:

1) We could pay Ms. Miller the total gross amount of one hundred twenty thousand dollars ($120,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017; and
b)	Beginning within ninety (90) days after March 29, 2017, we would make monthly payments of fifteen thousand dollars ($15,000) to Ms. Miller’s representative until such time that Ms. Miller and her representative has received the gross amount of $120,000, OR

2) We could pay Ms. Miller the total gross amount of one hundred thousand dollars ($100,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of eighty thousand dollars ($80,000) within sixty (60) days after March 29, 2017, OR

3) We could pay Ms. Miller the total gross amount of one hundred ten thousand dollars ($110,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of fifteen thousand dollars ($15,000) within sixty (60) days after March 29, 2017.
c)	One payment of seventy-five thousand dollars ($75,000) within ninety (90) days after March 29, 2017.

We selected the 1^st payment option. Upon all payments being made pursuant to the terms set forth in the agreement, Ms. Miller has agreed to knowingly and voluntarily release and discharge us of and from all claims, demands, liabilities, obligations, promises, controversies, compensation, wages, bonuses, commissions, damages, rights, actions and causes of action known and unknown, at law or in equity, which Ms. Miller has or may have against us as of the date of execution of the settlement agreement.

We have recognized an accrual in Accounts Payable for payment of the agreed upon settlement, but no accrual has been made for additional legal contingencies in the consolidated financial statements as of September 30, 2017. For the three-month period ended September 30, 2017, the Company paid Ms. Miller forty-five thousand dollars ($45,000) as agreed in the settlement agreement. As of September 30, 2017, we owe Ms. Miller an additional $40,000 under the terms of the settlement agreement, which amount is due by December 29, 2017.

ITEM 1A. RISK FACTORS

There have been no changes to our Risk Factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2017.

 

33

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

For the three-month period ended September 30, 2017, we entered into various stock purchase agreements with a third party between July 2017 and September 2017, under which we issued 64,000 shares of its common stock, in exchange for $80,000. The aggregate value of these shares was $80,000 as the price was $1.25 per share. The stock purchase agreements include piggyback registration rights. In connection with one of the stock purchase agreements, we will also issue 64,000 warrants at $2.50 per share. The warrant agreement will be issued after the full amount of the investment is determined after December 31, 2017. Based on the representations of the investor in the stock purchase agreements, the issuances of the shares were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

For the three-month period ended September 30, 2017, we issued 375,000 fully vested, nonforfeitable shares of common stock to various individuals as payment for consulting services and financing fee per agreements dated between July 2017 and September 2017. The aggregate Fair Market Value of these shares was approximately $65,000 as the fair market value of the stock was between $0.15 and $0.20 per share. We used recent sales of stock to determine the fair market value of these transactions. Based on the representations of the investor in the stock purchase agreements, the issuances of the shares were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There have been no events which are required to be reported under this Item.

ITEM 4. MINING SAFETY DISCLOSURES

There have been no events which are required to be reported under this Item.

ITEM 5. OTHER INFORMATION

There have been no events which are required to be reported under this Item.

 

34

ITEM 6. EXHIBITS

Item No.	Description
3.1 (1)	Articles of Incorporation of Cerebain Biotech Corp., a Nevada corporation, filed with the Secretary of State for the State of Nevada on December 18, 2007
3.2 (1)	Bylaws of Cerebain Biotech Corp., a Nevada corporation
10.1 (1)	Agreement by and between Cerebain Biotech Corp. and R. Douglas Barton dated January 2, 2009
10.2 (1)	Agreement by and between Cerebain Biotech Corp. and R. Douglas Barton dated January 2, 2009
10.3 (2)	Share Exchange Agreement by and between Cerebain Biotech Corp. and the shareholders of Cerebain Operating, Inc. dated January 17, 2012
10.4 (2)	Spinoff Agreement by and between Cerebain Biotech Corp. and R. Douglas Barton dated January 17, 2012
10.5 (2)	Stock Purchase Agreement by and between Cerebain Operating, Inc. and certain shareholders of Cerebain Biotech Corp. dated January 17, 2012
10.6 (2)	Patent License Agreement by and between Cerebain Operating, Inc. and Dr. Surinder Singh Saini dated June 10, 2010
10.7 (3)	Letter Agreement with Sonos Models, Inc. dated September 24, 2012
10.8 (4)	$240,000 Principal Amount Convertible Promissory Note dated June 18, 2012
10.9 (6)	$235,000 Amended and Consolidated Promissory Note dated November 1, 2012
10.10 (5)	Termination Agreement and General Release with Gerald A. DeCiccio dated January 18, 2013
10.11 (5)	Termination Agreement and General Release with Eric Clemons dated January 18, 2013
10.12 (5)	Termination Agreement and General Release with Paul Sandhu dated January 18, 2013

 

35

10.13 (5)	Promissory Note Issued to Gerald A. DeCiccio dated January 18, 2013
10.14 (5)	Promissory Note Issued to Eric Clemons dated January 18, 2013
10.15 (5)	Promissory Note Issued to Paul Sandhu dated January 18, 2013
10.16 (7)	$600,000 Amended and Consolidated Promissory Note dated March 14, 2013
10.17 (8)	Employment Agreement with Eric Clemons dated June 15, 2013
10.18 (8)	Employment Agreement with Wesley Tate dated June 15, 2013
10.19 (8)	Consulting Agreement with Gerald DeCiccio dated June 15, 2013
10.20 (8)	Consulting Agreement with IDC Consulting & Investors LLC dated April 15, 2013
10.21 (10)	Consulting Agreement with Superior Inc. dated October 15, 2013
10.22 (10)	$970,000 Amended and Consolidated Promissory Note dated October 15, 2013
10.23 (9)	Stock Purchase Agreement with Eric Clemons from Conversion of Debt dated December 30, 2013
10.24 (9)	Stock Purchase Agreement with Gerald DeCiccio from Conversion of Debt dated December 30, 2013
10.25 (11)	$1,245,000 Amended and Consolidated Promissory Note dated February 25, 2014
10.26 (12)	Resignation of Gerald DeCiccio from Board of Directors dated June 10, 2014
10.27 (14)	$1,345,000 Amended and Consolidated Promissory Note dated May 29, 2014
10.28 (14)	Stock Purchase Agreement with Wesley Tate from Conversion of Debt dated June 16, 2014
10.29 (13)	2014 Cerebain Biotech Corp. Omnibus Stock Grant and Option Plan

10.30 (15)	Employment Agreement with Wesley Tate dated October 1, 2015
10.31 (16)	$2,285,000 Amended and Consolidated Promissory Note dated August 1, 2016
10.32 (17)	$2,410,000 Amended and Consolidated Promissory Note dated November 22, 2016
10.33 (18)	$2,460,000 Amended and Consolidated Promissory Note date January 24, 2017

 

36

14 (1)	Code of Ethics of Cerebain Biotech Corp.
21 (14)	Cerebain Biotech Corps. Domestic and International Subsidiaries
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. *
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. *
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. *
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. *
101**	Interactive Data File (Form 10-Q for the three-month periods ended September 30, 2017 furnished in XBRL).
101.INS	Interactive Data File (Form 10-Q for the three-month periods ended September 30, 2017 furnished in XBRL).
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_____________

*	filed herewith
**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections
(1)	Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on January 27, 2009.
(2)	Incorporated by reference from our Form 8-K filed with the Commission on February 10, 2012.
(3)	Incorporated by reference from our Form 8-K filed with the Commission on September 28, 2012.
(4)	Incorporated by reference from our Form 10-Q filed with the Commission on November 14, 2012.
(5)	Incorporated by reference from our Form 8-K filed with the Commission on January 24, 2013.
(6)	Incorporated by reference from our Form 10Q filed with the Commission on February 12, 2013.
(7)	Incorporated by reference from our Form 10-Q filed with the Commission on May 3, 2013.
(8)	Incorporated by reference from our Form 10K/A filed with the Commission on October 4, 2013.
(9)	Incorporated by reference from our Form 8-K filed with the Commission on January 6, 2014.
(10)	Incorporated by reference from our Form 10-Q filed with the Commission on February 10, 2014.
(11)	Incorporated by reference from our Form 10-Q filed with the Commission on May 14, 2014.
(12)	Incorporated by reference from our Form 8-K filed with the Commission on May 11, 2014.
(13)	Incorporated by reference from our Form DEF 14A filed with the Commission on March 14, 2014.
(14)	Incorporated by reference from our Form 10K filed with the Commission on August 11, 2014.
(15)	Incorporated by reference from our Form 10Q filed with the Commission on November 16, 2015.
(16)	Incorporated by reference from our Form 10Q filed with the Commission on November 14, 2016.
(17)	Incorporated by reference from our Form 10Q filed with the Commission on February 10, 2017.
(18)	Incorporated by reference from our Form 10Q filed with the Commission on May 11, 2017.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cerebain Biotech Corp. A Nevada corporation
Date: November 9, 2017	By:	/s/ ERIC CLEMONS
		Eric Clemons
		President (Principal Executive Officer)
	By:	/s/ WESLEY TATE
		Wesley Tate
		Chief Financial Officer (Principal Financial and Accounting Officer)

38

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Clemons, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Cerebain Biotech Corp. for the period ended September 30, 2017.
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 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and 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 interim report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

Dated: November 9, 2017	By:	/s/ ERIC CLEMONS
		Eric Clemons
		President (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wesley Tate, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Cerebain Biotech Corp. for the period ended September 30, 2017.
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 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and 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 interim report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

Dated: November 9, 2017	By:	/s/ WESLEY TATE
		Wesley Tate
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cerebain Biotech Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Clemons, President of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2017	By:	/s/ ERIC CLEMONS
		Eric Clemons
		President (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Cerebain Biotech Corp. and will be retained by Cerebain Biotech Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cerebain Biotech Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wesley Tate, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2017	By:	/s/ WESLEY TATE
		Wesley Tate
		Chief Financial Officer (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Cerebain Biotech Corp. and will be retained by Cerebain Biotech Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document And Entity Information
Entity Registrant Name	CEREBAIN BIOTECH CORP.
Entity Central Index Key	0001453099
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--06-30
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		8,319,347
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Current assets:
Cash and cash equivalents	$ 1,110	$ 11,345
Prepaid expenses	138,084	225,517
Total current assets	139,194	236,862
Total assets	139,194	236,862
Current liabilities:
Accounts payable	956,970	926,131
Related party payables	275,040	260,608
Accrued payroll	137,565	115,810
Payroll taxes payable	88,431	59,234
Convertible notes to stockholders, current portion	92,500	100,000
Related party notes payable	364,000	289,000
Total current liabilities	1,914,506	1,750,783
Long term liabilities:
Convertible notes to stockholders, net of current portion and net of debt discount of approximately $10,385 and $12,053, respectively	2,748,227	2,739,059
Total long-term liabilities	2,748,227	2,739,059
Total liabilities	4,662,733	4,489,842
Commitments and contingencies (Note 4)
Stockholders' deficit
Preferred stock ($0.001 par value: 1,000,000 shares authorized; none issued and outstanding)
Common stock ($0.001 par value: 249,000,000 shares authorized; 8,319,347 and 7,880,347 shares issued and outstanding at September 30, 2017 and June 30, 2017, respectively)	8,319	7,880
Additional paid in capital	23,430,346	23,269,861
Accumulated deficit	(27,962,204)	(27,530,721)
Total stockholders" deficit	(4,523,539)	(4,252,980)
Total liabilities and stockholders" deficit	$ 139,194	$ 236,862

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Long term liabilities:
Net of debt discount Non current	$ 10,385	$ 12,053
Stockholders' deficit
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	1,000,000	1,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized shares	249,000,000	249,000,000
Common stock, Issued shares	8,319,347	7,880,347
Common stock, outstanding shares	8,319,347	7,880,347

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Operating Expenses
Selling, general and administrative expenses	$ 288,918	$ 390,095
Research and development costs	42,314	69,896
Patent Royalty Expense	25,000	25,000
Marketing expenses	3,148	3,120
Total operating expenses	359,380	488,111
Other (income) expense
Accretion of debt discount	1,668	8,168
Loss on extinguishment of debt	30,000	3,656,179
Interest expense	40,435	37,509
Total other (income) expense	72,103	3,701,856
Operating loss	(431,483)	(4,189,967)
Loss before income taxes	(431,483)	(4,189,967)
Income taxes
Net loss	$ (431,483)	$ (4,189,967)
Loss per share:
Basic and diluted loss per share	$ (0.05)	$ (0.59)
Basic and diluted weighted average shares outstanding	8,003,532	7,147,869

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (431,483)	$ (4,189,967)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount	1,668	8,168
Loss from extinguishment of debt	30,000	3,656,179
Stock based compensation	15,925	108,692
Amortization of stock based prepaid consulting compensation	122,433	122,719
Changes in operating assets and liabilities:
Prepaid expenses		(51,852)
Accounts payable	30,838	83,596
Related party payables	14,432	63,802
Accrued payroll and taxes	50,952
Net cash used in operating activities	(165,235)	(198,663)
Cash flows from financing activities:
Proceeds from excercise of warrants		20,000
Proceeds from issuance of common stock	80,000
Proceeds from related party notes	75,000
Proceeds from convertible notes		160,000
Net cash flows provided by financing activities:	155,000	180,000
Net change in cash and cash equivalents	(10,235)	(18,663)
Cash and cash equivalents- beginning of period	11,345	20,245
Cash and cash equivalents- end of period	1,110	1,582
Supplemental disclosure of non cash activities:
Cash paid during the period for: Interest
Cash paid during the period for: Income tax
Supplemental disclosure on non-cash investing and financing activities:
Debt discount associated with convertible notes payable – beneficial conversion feature		2,000
Debt discount associated with convertible notes payable – warrant feature		8,000
Stock issued for prepaid services	35,000	7,500
Conversion of convertible notes payable into stock		$ 8,000

XML

ORGANIZATION AND PRINCIPAL ACTIVITIES

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Description of Business

Cerebain Biotech Corp. (Formerly Discount Dental Materials, Inc.) (“Cerebain Biotech”), was incorporated on December 18, 2007 under the laws of Nevada. The Company is a smaller reporting biomedical company and through its wholly owned subsidiary, Cerebain Operating, Inc. (Formerly Cerebain Biotech Corp.), the Company’s business revolves around the discovery of products for the treatment of Alzheimer’s disease utilizing Omentum. The Company plans to produce products that will include both a medical device solution as well as a synthetic drug solution.

Cerebain Operating, Inc. was incorporated on February 22, 2010, in the State of Nevada.

The accompanying (a) condensed balance sheet at June 30, 2017 has been derived from audited statements and (b) unaudited interim condensed financial statements as of September 30, 2017 and for the three-month periods ended September 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2017 included on Form 10-K filed with the Securities and Exchange Commission on September 15, 2017.

XML

BASIS OF PRESENTATION

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 2 – BASIS OF PRESENTATION

The Company operates in one segment in accordance with accounting guidance Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. Our Principal Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $27,962,000 and $27,531,000 at September 30, 2017 and June 30, 2017, respectively, and had a net loss of approximately $431,000 and $4,190,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and net cash used in operating activities of approximately $165,000 and $199,000 for the three-month periods ended September 30, 2017 and 2016, respectively, with no revenue earned since inception, limited cash of approximately $1,000 and $11,000 at September 30, 2017 and June 30, 2017, respectively, and a lack of operational history. These matters raise substantial doubt about our ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the condensed consolidated financial statements.

Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of long-lived assets, the valuation of equity instruments and the valuation of warrants and options.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Cerebain Biotech Corp. and its wholly-owned subsidiary, Cerebain Operating, Inc. (collectively referred to as the “Company”). There are no material intercompany transactions.

Advertising Costs

Advertising costs are recorded as general and administrative expenses when they are incurred. Advertising costs charged to operations were approximately $3,000 and $3,000 for the three-month periods ended September 30, 2017 and 2016, respectively.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development costs charged to operations were approximately $42,000 and $70,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and are included in research and development costs in the accompanying condensed consolidated statements of operations (See Note 4).

Debt

The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes.

Debt with warrants

In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, record as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in our consolidated balance sheets. The Company determines the value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of the stock. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. The debt is treated as conventional debt.

Convertible debt – beneficial conversion feature

If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations.

If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

Debt Modifications and Extinguishments

When the Company modifies or extinguishes debt, it does so in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms shall be accounted for like an extinguishment. Based on the guidance relied upon and the analysis performed, if the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in terms meet the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment.

Fair Value of Financial Instruments

The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2017 and June 30, 2017, the fair value of cash, accounts payable, related party payables, and notes payable to stockholders approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

FASB ASC Topic 825 “Financial Instruments,” requires disclosure about fair value of financial instruments.

The FASB ASC Topic 820, Fair Value Measurement, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

· Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

· Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

· Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Concentrations, Risks, and Uncertainties

The Company is a startup company subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure.

Basic and Diluted Earnings Per Share

Basic earnings (loss) per common share is computed by dividing net earnings applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method, consisting of shares that might be issued upon exercise of common stock warrants and conversion of convertible notes. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common shares equivalents, because their inclusion would be anti-dilutive.

Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:

· Warrants,

· Convertible notes,

· Employee stock options, and

· Other equity awards, which include long-term incentive awards.

The FASB ASC Topic 260, “Earnings Per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. The additional shares included in diluted earnings per share represents the number of shares that would be issued if all of the Company’s outstanding dilutive instruments were converted into common stock.

Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options, warrants, and convertible notes are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.

Recent Accounting Pronouncements

The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have a significant impact on the Company’s future financial statements.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

Eric Clemons

On June 15, 2013, the Company entered into an employment agreement with Eric Clemons. Terms of the agreement included the following:

· An annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Bonus of $40,000 upon the delivery to the Company of a prototype medical device from Sonos Models Inc., which has been paid in full.

· Cash bonus should he be responsible for the Company consolidating with or merge into another corporation or convey all or substantially all of its assets to another corporation, will receive a cash bonus calculated using a Lehman formula of 5% for the first $1,000,000, 4% for the second $1,000,000, 3% for the third $1,000,000, 2% for the fourth $1,000,000, and 1% thereafter. To date, this incentive has not earned or been paid.

· Option to acquire up to 100,000 shares of the Company’s common stock at an exercise price of $5.00 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $822,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 100%; risk-free interest rate of 1.04%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 100,000 options to purchase the Company’s common stock have vested. The selling, general and administrative expense has been fully amortized.

On October 1, 2014, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreement. Terms of the addendum include included the following:

· Extension of employment until December 31, 2017.

· Annual salary of One Hundred Ninety-Five Thousand Dollars ($195,000).

· Option to acquire up to 100,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $1.20 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $112,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 262%; risk-free interest rate of 1.69%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 80,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $5,500 and $5,500 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $21,000.

On March 1, 2015, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreements. Terms of the addendum included a cash placement bonus equal to an amount up to 10% of the aggregate purchase price paid by each purchaser of the Company’s Securities and Convertible Debt, where the purchaser of said Securities and Convertible Debt has been directly introduced to the Company by Mr. Clemons. For the three-month periods ended September 30, 2017 and 2016, a cash placement bonus was earned of approximately $0 and $15,000, respectively, which was recognized as a reduction of the proceeds from the sale of shares of common stock and debt issuances and recorded as an expense.

On September 29, 2016, the Company issued Mr. Clemons an option to acquire up to 105,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $78,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 21,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $4,000 and $20,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $43,000.

To date, employee and employer payroll taxes have been accrued but have not been remitted to taxing authorities by the Company for cash compensation paid. As a result, the Company could be liable such payroll taxes and any related penalties and interest.

Wesley Tate

On June 15, 2013, the Company entered into an employment agreement with Wesley Tate. Terms of the agreement included the following:

· Annual salary of One Hundred Five Thousand Dollars ($105,000).

· Bonus of $20,000 upon the delivery to the Company of a prototype medical device form Sonos Models, Inc., which has been paid in full.

· Option to acquire up to 50,000 shares of the Company’s common stock at an exercise price of $5.00 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $411,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 100%; risk-free interest rate of 1.04%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 50,000 options to purchase the Company’s common stock have vested. The selling, general and administrative expense has been fully amortized.

On April 1, 2014, the Company entered into an addendum to this agreement. The addendum had no accounting impact on the prior agreement. Terms of the addendum included 25,000 of the Company’s common restricted shares representing a retention bonus as an incentive for him to remain in the employment of the Company for 12 months. The Company recognized a prepaid expense of approximately $37,500, which has been fully amortized to selling, general and administrative.

On October 1, 2014, the Company entered into an addendum to the employment agreement. The addendum had no accounting impact on the prior agreements. Terms of the agreement included the following:

· Extension of employment until June 15, 2017. The Company entered into a new contract on October 1, 2015.

· Annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Option to acquire up to 50,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $1.20 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $56,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 262%; risk-free interest rate of 1.69%; expected term of 5 years; and 0% dividend yield. As of September 30, 2017, 40,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $2,700 and $2,700 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $10,000.

On October 1, 2015, the Company entered into a new employment agreement. The new contract had no accounting impact on the prior agreements. Terms of the agreement included the following:

· Extension of employment until October 2018.

· Annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000).

· Stock grant of 150,000 of the Company’s common restricted shares for services provided to the Company. The Company recognized selling, general and administrative expense of approximately $40,000 for the year ended June 2016.

On September 29, 2016, the Company issued Mr. Tate an option to acquire up to 105,000 shares of the Company’s common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair Market Value of these options totaled approximately $78,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 21,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $4,000 and $20,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $43,000.

To date, employee and employer payroll taxes have been accrued but have not been remitted to taxing authorities by the Company for cash compensation paid. As a result, the Company could be liable such payroll taxes and any related penalties and interest.

Commitments

In September 2012, the Company entered into an agreement with Sonos Models, Inc. (“Sonos”) to build up to three medical device prototypes to be used for testing. In April 2014, the Company entered into an addendum to the agreement with Sonos, which included a commitment by the Company to pay Sonos up to One Million Dollars ($1,000,000) cash, excluding stock based compensation, for research and development costs. These costs will be recognized in research and development expense as costs are incurred. To date, Sonos has been issued 325,000 restricted shares of the Company’s stock and the Company has paid approximately $220,000, of which $65,000 has been incurred towards the Company’s monetary commitment.

To date, the results of the research suggest we have three options for implantable devices with a bias towards having them as non-invasive as possible. The options are comprised of two electro-stim types that have a multitude of variable test parameters that can be changed and modified externally as the testing facility conducts clinical trials on each patient. It is theorized that if a patient’s response to the Omentum stimulation is successful, the clinical facility should be able to perform various tests for the purpose of setting “markers” for the patient and then perform the standardized cognitive testing for Alzheimer’s patient with the intent of developing a testing matrix. It is our objective to test various methods and modalities with the aim of developing an enormous matrix of input to direct us to the best solution.

Consulting Agreements

Between December 2013 and September 2017, the Company entered into service and consulting agreements with various vendors to provide assistance to the Company in several areas including the marketing of its biomedical products upon the availability of the device, capital markets and marketing strategies, research and development, advertising services and assistance in the introduction of the Company to medical device testing organization and to facilitate access to doctors in numerous countries, including Poland, Uzbekistan and China. They were compensated an approximate aggregate 1,935,000 shares of the Company’s fully vested and non-forfeitable common stock. These contracts are for twelve to thirty-six months and may be renewed or extended for any period as may be agreed by the parties. As of September 30, 2017, the Company has extended some of the contracts for additional periods. Any of the parties may terminate their respective agreement by providing thirty (30) days written notice of such termination. The Company has recognized $30,000 in accounts payable which is in arrears with one contractual obligation and is in discussions with the consultant to renegotiate the terms of the contract. As these contracts are for a period of up to twelve months to thirty-six months, the Company recorded the original approximate $2,670,000 as the value of the shares issued to prepaid expense and is amortizing the expense associated with these issuances over a twelve to thirty-six-month period. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $72,000 and $116,000, respectively. The unamortized prepaid expenses of these contracts are approximately $56,000 and included in prepaid expenses on the consolidated balance sheets at September 30, 2017 compared to $290,000 for the three-month period ended September 30, 2016.

In January 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of thirty-six months. Compensation was issuance of 75,000 shares of the Company’s stock and fully vested and non-forfeitable options to acquire up to 300,000 shares of our common stock, at an exercise price of $0.33 per share. Fair Market Value of these options totaled approximately $83,500, and is to be recognized ratably over the service period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 210%; risk-free interest rate of 1.07%; expected term of 3 years; and 0% dividend yield. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $7,000 and $7,000, respectively. The unamortized prepaid expense of this contract is approximately $42,000 and included in prepaid expenses on the consolidated balance sheets at September 30, 2017.

In October 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of twelve months. Compensation was issuance of 300,000 shares of the Company’s stock (See Note 7) and fully vested and non-forfeitable warrants to acquire up to 300,000 shares of our common stock, at an exercise price of $0.40 per share. Fair Market Value of these warrants totaled approximately $171,000, and is to be recognized ratably over the service period in selling, general and administrative expense. The warrants were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 205%; risk-free interest rate of 0.63%; expected term of 1 year(s); and 0% dividend yield. For the three-month periods ended September 30, 2017 and 2016, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $43,000 and $0, respectively. The prepaid expense of this contract has been fully amortized as of September 30, 2017.

As of September 30, 2017, future maturities of prepaid expenses on value of shares issued for consulting are as follows:

Fiscal year ended June 30,
2018	$	72,849
2019		25,235
Total	$	98,084

Legal

On July 21, 2016, the Company was sued in the United States District Court for the Eastern District of Pennsylvania (Miriam Weber Miller v. Cerebain Biotech Corp. and Eric Clemons, Civil Action No. 16-3943) by Miriam Weber Miller, with Mr. Clemons named as an individual defendant. According to the Complaint, the Plaintiff alleges: (i) she was hired by the Company to perform public relations, investor relations, corporate growth strategies, and was to be an advisor to the Company’s Chief Executive Officer, (ii) she performed services, and (iii) that she was not fully compensated for those services. The Complaint claims causes of action for breach of contract, violation of the Pennsylvania wage payment and collection law, and unjust enrichment, and seeks damages of approximately $400,000. On April 3, 2017, without admitting fault or liability, and still denying the same, the Company made a business decision to resolve the lawsuit and it is now settled, effectively ending the litigation. In consideration for signing the agreement, the Company agreed to pay Ms. Miller no more than $120,000 in total and no less than $100,000 in total, the terms of such alternative payment options are as follows:

1) The Company could pay Ms. Miller the total gross amount of one hundred twenty thousand dollars ($120,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017; and
b)	Beginning within ninety (90) days after March 29, 2017, the Company would make monthly payments of fifteen thousand dollars ($15,000) to Ms. Miller’s representative until such time that Ms. Miller and her representative has received the gross amount of $120,000, OR

2) The Company could pay Ms. Miller the total gross amount of one hundred thousand dollars ($100,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of eighty thousand dollars ($80,000) within sixty (60) days after March 29, 2017, OR

3) The Company could pay Ms. Miller the total gross amount of one hundred ten thousand dollars ($110,000) as follows:

a)	One payment of twenty thousand dollars ($20,000) within thirty (30) days after March 29, 2017.
b)	One payment of fifteen thousand dollars ($15,000) within sixty (60) days after March 29, 2017.
c)	One payment of seventy-five thousand dollars ($75,000) within ninety (90) days after March 29, 2017.

The Company selected the 1^st payment option. Upon all payments being made pursuant to the terms set forth in the agreement, Ms. Miller has agreed to knowingly and voluntarily release and discharge the Company of and from all claims, demands, liabilities, obligations, promises, controversies, compensation, wages, bonuses, commissions, damages, rights, actions and causes of action known and unknown, at law or in equity, which Ms. Miller has or may have against the Company as of the date of execution of the settlement agreement.

The Company has recognized an accrual in Accounts Payable for payment of the agreed upon settlement, but no accrual has been made for additional legal contingencies in the consolidated financial statements as of September 30, 2017. For the three-month period ended September 30, 2017, the Company paid Ms. Miller forty-five thousand dollars ($45,000) as agreed in the settlement agreement. As of September 30, 2017, we owe Ms. Miller an additional $40,000 under the terms of the settlement agreement, which amount is due by December 29, 2017.

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PATENT RIGHTS

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 5 – PATENT RIGHTS

On June 10, 2010, the Company entered into a Patent License Agreement under which the Company acquired the exclusive rights to certain intellectual property related to using Omentum for treating dementia conditions. Under the agreement, the Company has paid rights fees of $50,000 to Dr. Saini, and the Company issued Dr. Saini 825,000 shares of our common stock, valued at $6,600 (based on the fair market value on the date of grant) restricted in accordance with Rule 144. In addition, Dr. Saini will have the option to participate in the sale of equity by the Company in the future, up to ten percent (10%) of the money raised, in exchange for the applicable number of his shares. To date, Dr. Saini has not participated in any sales of equity.

The Patent License agreement provides for a royalty payment of six (6) percent of the value of the net sales, as defined, generated from the sale of licensed products. The agreement also provides for yearly minimum royalty payments of $50,000 for the fourth (June 2014), fifth (June 2015), and sixth (June 2016) anniversary of the date of the agreement, and a yearly minimum royalty payment of $100,000 for each year thereafter during the term of the agreement. The Company has accrued the minimum patent royalty expense associated with the patent rights in accounts payable and is currently in arrears and in discussions to renegotiate the terms of the agreement. The term of the agreement shall continue until the patent in the intellectual property expires, unless terminated sooner under the provisions of the agreement, as defined.

The patent will have an estimated useful life of 20 years based on the term of the patent. Amortization of the patent will begin when the patent is issued by the United States Patent and Trademark Office and put in use.

Legal fees pertaining to the patent are recorded as general and administrative expenses when they are incurred. Legal fees charged to operations were approximately $450 and $600 for the three-month periods ended September 30, 2017 and 2016, respectively.

The Company recognized a patent royalty expense of approximately $25,000 for the three-month period ended September 30, 2017 compared to $25,000 for the three-month period ended September 30, 2016. The accrued payable of $275,000 pertaining to the patent royalty expense at September 30, 2017 is included in related party payables.

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NOTES PAYABLE

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 6 – NOTES PAYABLE

Short Term Notes Payable

	Short Term Notes Payable
	September 30, 2017		June 30, 2017
Short term notes payable (A)	$	114,000	$	114,000
Short term notes payable (B)		250,000		175,000
Net total	$	364,000	$	289,000

Related Party Notes Payable

(A)

In 2012, the Company issued a note payable to a related party. The note was scheduled to mature on December 31, 2013 and accrued interest at seven and one-half (7.5) percent per annum. In February 2016, the noteholder provided the Company with an additional $1,000. As of September 30, 2017, the outstanding balance was $114,000. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note.

(B)

In 2017, the Company issued notes payable to a related party. The notes were scheduled to mature on June 30, 2017 and accrued no interest. In addition, the Company issued to the noteholder 50,000 shares of the Company’s common stock. In connection with the issuance of the 50,000 shares of stock, the Company recorded the approximate $26,000 value of the shares issued as debt discount cost. The expense has been fully amortized at June 30, 2017. The Company used a recent sale of stock to an independent third party for cash to determine the fair market value of the transaction. As of June 30, 2017, the outstanding principal balance was $175,000. On August 29, 2017, the Company issued a $250,000 amended and consolidated note payable. The amended and consolidated note payable is a consolidation of the $175,000 notes payable and an additional $75,000. The amended and consolidated promissory note is scheduled to mature on December 31, 2017 and accrues no interest. In addition, the Company issued to the noteholder 200,000 shares of the Company’s common stock (see Note 7). In connection with the issuance of the 200,000 shares of stock, the Company recorded the approximate $30,000 value of the shares issued as loss on extinguishment of debt.

Convertible Notes to Stockholders

	Convertible Notes Payable
	September 30, 2017			June 30, 2017
Convertible notes payable (A)	$	131,000		$	131,000
Convertible note payable (B)		260,000			260,000
Convertible notes payable (C)		2,460,112			2,460,112
Subtotal		2,851,112			2,851,112
Debt discount		(10,385	)		(12,053	)
Net total	$	2,840,727		$	2,839,059

Convertible Notes Payable (A)

Between September 2013 and September 2017, the Company entered into various unsecured convertible promissory notes with non-affiliate stockholders for principal amounts of approximately $7,500 to $30,000, totaling approximately $157,000, offset by the conversion of convertible notes payable to shares of the Company’s common stock of approximately $26,000, netting a balance of approximately $131,000. Under the terms of these notes, maturity dates range from June 2015 and July 2019, interest rates range from 7.5% to 8.0% per annum, and are convertible into shares of our common stock at rates that range from $0.20 and $5.00 per share, but only if such conversion would not cause the noteholders to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights. In addition, the Company granted to certain noteholders a cashless option to purchase one (1) share of the Company’s common stock, $.001 par value, at the exercise price of $0.50 to $1.25 per share, for each share the noteholders are entitled pursuant to the promissory notes. The options are fully vested and shall expire from one to three years from date of execution. For the period ended September 30, 2017, the Company is in default approximately $62,500 on various notes. As a result, these notes are included in the current portion of convertible notes payable, and the Company is in discussions with the noteholders to restructure the terms of the notes.

The Company determined that some of the notes had a beneficial conversion feature of approximately $38,000.

The Company recognized an accretion of debt discount expense of approximately $1,700 and $8,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The accretion of debt discount expense to be recognized in future years is approximately $10,000.

Unsecured, Amended and Consolidated Convertible Note Payable (B)

December 2014 Convertible Note

In December 2014, the Company entered into an unsecured convertible promissory note with a non-affiliate stockholder for a principal amount of $200,000. The note payable was extinguished in December 2015, accrued interest at 7.5% per annum, and convertible into shares of our common stock at a conversion rates of $1.00 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

The Company determined that the note had a beneficial conversion feature of approximately $90,000.

December 2015 Convertible Note

In December 2015, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of $260,000. In exchange, the Company extinguished a $10,000 short term note payable, the $200,000 convertible note payable issued in December 2014, and received cash of $50,000. The amended and consolidated note payable matures in October 2019, accrues interest at 7.5% per annum, and convertible into shares of our common stock at a conversion rates of $0.20 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights. In addition, the Company granted to the noteholder a cashless warrant to purchase one (1) share of the Company’s common stock, $.001 par value, at the exercise price of $0.50 per share, for each share the noteholder is entitled pursuant to the promissory note. The options are fully vested and shall expire three years from date of execution.

The Company determined the estimated relative fair value discount of the warrants was approximately $128,000 which was valued using the Black-Scholes option pricing model with the following inputs: volatility of 240%; risk-free interest rate of 1.05%; expected term of 3 years; and 0% dividend yield.

The Company determined that the note had a beneficial conversion feature of approximately $141,000.

Unsecured, Amended and Consolidated Convertible Notes Payable (C)

June 2015 Convertible Note

In June 2015, the Company entered into an unsecured convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $1,475,000. The note matured on June 9, 2017 and accrued interest at 7.5% per annum and is convertible into shares of our common stock at a conversion rate of $1.00 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

December 2015 Convertible Note

In December 2015, the Company entered into an unsecured $112,000 promissory note with a stockholder. The note matured on March 31, 2016 and accrued no interest. In addition, the Company issued to the noteholder 125,000 shares of the Company’s common stock.

In connection with the issuance of the 125,000 shares of stock in December 2015, the Company recorded the approximate $39,000 value of the shares issued, included in loss on extinguishment. The Company used a recent sale of stock to determine the fair market value of the transaction.

February 2016 Convertible Note

In February 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,100,000. In exchange, the Company modified the $1,475,000 convertible note payable issued in June 2015, the $112,000 note payable issued in December 2015, accounts payable related to accrued interest of approximately $293,000, and received cash of $200,000. The amended and consolidated note payable matures February 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.50 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,100,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

April 2016 Convertible Note

In April 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,130,000. In exchange, the Company modified the $2,080,112 convertible promissory note payable issued in February 2016 and received cash of $55,000. The amended and consolidated convertible note payable matures in February 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.50 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,130,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

August 2016 Convertible Note

In August 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,285,000. In exchange, the Company extinguished the $2,135,112 convertible promissory note payable issued in April 2016 and received cash of $150,000. The amended and consolidated convertible note payable matures in August 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.40 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,285,000 convertible note, the Company determined the embedded conversion feature does meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered an extinguishment that would require the recognition of a gain or loss. The Company recognized a loss from extinguishment of debt of approximately $3.7 million during the quarter ended September 30, 2016.

October 2016 Convertible Note

In October 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,310,000. In exchange, the Company modified the $2,285,000 convertible promissory note payable issued in August 2016 and received cash of $25,000. The amended and consolidated convertible note payable matures in October 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.40 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,310,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

November 2016 Convertible Note

In November 2016, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,410,000. In exchange, the Company extinguished the $2,310,112 convertible promissory note payable issued in October 2016 and received cash of $100,000. The amended and consolidated convertible note payable matures in November 2018, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.15 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,410,000 convertible note, the Company determined the embedded conversion feature does meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered an extinguishment that would require the recognition of a gain or loss. The Company recognized a loss from extinguishment of debt of approximately $10.1 million for the fiscal year ended June 30, 2017.

January 2017 Convertible Note

In January 2017, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,460,000. In exchange, the Company modified the $2,410,112 convertible promissory note payable issued in November 2016 and received cash of $50,000. The amended and consolidated convertible note payable matures in January 2019, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.15 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

In connection with the $2,460,000 convertible note payable, the Company determined the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25, and the issuance of the convertible promissory note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss.

The Company recognized interest expense on all notes payable to stockholders of approximately $40,000 and $38,000 for the three-month periods ended September 30, 2017 and 2016, respectively. Accrued interest on all notes payable to stockholders at September 30, 2017 and 2016 totaled approximately $300,000 and $140,000, respectively, and is included in accounts payables.

As of September 30, 2017, future maturities of all notes payable are as follows:

Fiscal year ended June 30,
2018	$	456,500
2019		2,742,612
2020		16,000
Total outstanding notes		3,215,112
Debt Discount		(10,385	)
Net Notes Payable	$	3,204,727

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STOCK TRANSACTIONS

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 7 – STOCK TRANSACTIONS

For the three-month period ended September 30, 2017, the Company entered into various stock purchase agreements with a third party between July 2017 and September 2017, under which the Company issued 64,000 shares of its common stock, in exchange for $80,000. The aggregate value of these shares was $80,000 as the price was $1.25 per share. The stock purchase agreements include piggyback registration rights. In connection with one of the stock purchase agreements, the Company will also issue 64,000 warrants at $2.50 per share. The warrant agreement will be issued after the full amount of the investment is determined after December 31, 2017.

For the three-month period ended September 30, 2017, the Company issued 375,000 fully vested, nonforfeitable shares of common stock to various individuals as payment for consulting services and financing fee per agreements dated between July 2017 and September 2017. The aggregate fair market value of these shares was approximately $65,000 as the fair market value of the stock was between $0.15 and $0.20 per share. The Company recognized the $35,000 as a prepaid expense and $30,000 as a loss from extinguishment of debt. The Company used recent sales of stock to determine the fair market value of these transactions.

On May 15, 2017, the Company issued a Private Placement Memorandum (“PPM”). The PPM authorizes the sale of up to 400 units, with each Unit consisting of one $10,000 Principal Amount Convertible Debenture and a warrant to purchase one share of our common stock, at a price of $1.25 per Unit. Each Unit includes a warrant to purchase 25,000 shares of the Company’s common stock, $.001 par value, at the exercise price of $0.80 per share. The Debentures will be convertible at Forty Cents ($0.40) per share. The Offering was to terminate on June 30, 2017, unless extended one or more times by us to a date not later than July 31, 2017. On August 18, 2017, by unanimous written consent of our directors, we extended the offering through December 31, 2017. As of September 30, 2017, the Company has received no subscriptions.

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OPTIONS AND WARRANTS

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 8 – OPTIONS AND WARRANTS

Options

For the three-month period ended September 30, 2017, the Company had 910,000 options outstanding at a weighted average exercise price of $1.45 and a weighted average contractual life of 7.69 years, with 682,000 options exercisable at a weighted average exercise price of $1.64 and a weighted average contractual life of 6.92 years. For the three-month period ended September 30, 2017 and 2016, the Company recognized an expense of approximately $16,000 and $115,000, respectively, and was recorded as compensation expense. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $158,000.

Warrants

For the three-month period ended September 30, 2017, the Company had approximately 1,700,000 warrants outstanding at an average exercise price of $0.50. For the three-month period ended September 30, 2017 and 2016, the Company recognized an accretion of debt discount related to warrants expense of approximately $1,300 and $700, respectively. The approximate expense expected to be recognized in future years is $8,500.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 9 – RELATED PARTY TRANSACTIONS

On September 29, 2016, the Company issued Eric Clemons and Wesley Tate options to acquire up to a total of 210,000 shares of our common stock under the Company’s 2014 Omnibus Stock Grant and Option Plan at an exercise price of $0.75 per share subject to a vesting schedule. Fair value of these options totaled approximately $156,000, and is recognized ratably over the vesting period in selling, general and administrative expense. The options were valued using the Black-Scholes value option pricing model with the following inputs: volatility of 206%; risk-free interest rate of 1.13%; expected term of 6 years; and 0% dividend yield. As of September 30, 2017, 42,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $8,000 and $39,000 for the three-month periods ended September 30, 2017 and 2016, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $86,000.

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EARNINGS PER SHARE

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 10 – EARNINGS PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

The total number of potential additional dilutive options and warrants outstanding was approximately 2.6 million and 2.4 million for the three-month periods ended September 30, 2017 and 2016, respectively. In addition, the convertible notes convert at an exercise price of between $0.20 and $5.00 per share of common stock representing approximately 18 million shares. The options, warrants and shares underlying the convertible note were considered for the dilutive calculation but in periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The following table sets forth the computation of basic and diluted net income per share:

	For The Three Months ended September 30,
	2017			2016
Net loss attributable to the common stockholders	$	(431,483	)	$	(4,189,967	)
Basic weighted average outstanding shares of common stock		8,003,532			7,147,869
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		8,003,532			7,147,869
Earnings (loss) per share:
Basic and diluted	$	(0.05	)	$	(0.59	)

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SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 11 – SUBSEQUENT EVENTS

In October 2017, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of approximately $2,560,000. In exchange, the Company modified the $2,460,000 convertible promissory note payable issued in January 2017 and received cash of $100,000. The amended and consolidated convertible note payable matures in October 2019, accrues interest at 5% per annum, and is convertible into shares of our common stock at a conversion rate of $0.10 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2017

Summary Of Significant Accounting Policies Policies

Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of long-lived assets, the valuation of equity instruments and the valuation of warrants and options.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Cerebain Biotech Corp. and its wholly-owned subsidiary, Cerebain Operating, Inc. (collectively referred to as the “Company”). There are no material intercompany transactions.

Advertising Costs

Advertising costs are recorded as general and administrative expenses when they are incurred. Advertising costs charged to operations were approximately $3,000 and $3,000 for the three-month periods ended September 30, 2017 and 2016, respectively.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development costs charged to operations were approximately $42,000 and $70,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and are included in research and development costs in the accompanying condensed consolidated statements of operations (See Note 4).

Debt

The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes.

Debt with warrants

In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, record as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in our consolidated balance sheets. The Company determines the value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of the stock. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. The debt is treated as conventional debt.

Convertible debt – beneficial conversion feature

If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations.

If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

Debt Modifications and Extinguishments

When the Company modifies or extinguishes debt, it does so in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms shall be accounted for like an extinguishment. Based on the guidance relied upon and the analysis performed, if the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in terms meet the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment.

Fair Value of Financial Instruments

The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2017 and June 30, 2017, the fair value of cash, accounts payable, related party payables, and notes payable to stockholders approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

FASB ASC Topic 825 “Financial Instruments,” requires disclosure about fair value of financial instruments.

The FASB ASC Topic 820, Fair Value Measurement, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

· Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

· Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

· Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Concentrations, Risks, and Uncertainties

The Company is a startup company subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure.

Basic and Diluted Earnings Per Share

Basic earnings (loss) per common share is computed by dividing net earnings applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method, consisting of shares that might be issued upon exercise of common stock warrants and conversion of convertible notes. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common shares equivalents, because their inclusion would be anti-dilutive.

Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:

· Warrants,

· Convertible notes,

· Employee stock options, and

· Other equity awards, which include long-term incentive awards.

The FASB ASC Topic 260, “Earnings Per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. The additional shares included in diluted earnings per share represents the number of shares that would be issued if all of the Company’s outstanding dilutive instruments were converted into common stock.

Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options, warrants, and convertible notes are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.

Recent Accounting Pronouncements

The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have a significant impact on the Company’s future financial statements.

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Sep. 30, 2017

Commitments And Contingencies Tables

Schedule of Maturity of Prepaid Expense

Fiscal year ended June 30,
2018	$	72,849
2019		25,235
Total	$	98,084

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NOTES PAYABLE (Tables)

3 Months Ended

Sep. 30, 2017

Future maturities of convertible notes payable

Fiscal year ended June 30,
2018	$	456,500
2019		2,742,612
2020		16,000
Total outstanding notes		3,215,112
Debt Discount		(10,385	)
Net Notes Payable	$	3,204,727

Short Term Notes Payable [Member]

Summary of note payable

	Short Term Notes Payable
	September 30, 2017		June 30, 2017
Short term notes payable (A)	$	114,000	$	114,000
Short term notes payable (B)		250,000		175,000
Net total	$	364,000	$	289,000

Convertible Notes Payable [Member]

Summary of note payable

	Convertible Notes Payable
	September 30, 2017			June 30, 2017
Convertible notes payable (A)	$	131,000		$	131,000
Convertible note payable (B)		260,000			260,000
Convertible notes payable (C)		2,460,112			2,460,112
Subtotal		2,851,112			2,851,112
Debt discount		(10,385	)		(12,053	)
Net total	$	2,840,727		$	2,839,059

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EARNINGS PER SHARE (Tables)

3 Months Ended

Sep. 30, 2017

Earnings Per Share Tables

Computation of basic and diluted net income per share

	For The Three Months ended September 30,
	2017			2016
Net loss attributable to the common stockholders	$	(431,483	)	$	(4,189,967	)
Basic weighted average outstanding shares of common stock		8,003,532			7,147,869
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		8,003,532			7,147,869
Earnings (loss) per share:
Basic and diluted	$	(0.05	)	$	(0.59	)

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ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative)	3 Months Ended
	Sep. 30, 2017
Organization And Principal Activities Details Narrative
State of incorporation	Nevada
Date of incorporation	Dec. 18, 2007

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BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basis Of Presentation Details Narrative
Accumulated deficit	$ (27,962,204)		$ (27,530,721)
Net loss	(431,483)	$ (4,189,967)
Net cash used in operating activities	(165,235)	(198,663)
Cash and cash equivalents	$ 1,110	$ 1,582	$ 11,345	$ 20,245

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Summary Of Significant Accounting Policies Details Narrative
Advertising costs	$ 3,000	$ 3,000
Research and development costs	$ 42,314	$ 69,896

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COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2017 USD ($)
Commitments And Contingencies Details
2018	$ 72,849
2019	25,235
Total	$ 98,084

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017
Selling, general and administrative expense	$ 288,918	$ 390,095
Research and development costs	$ 42,314	$ 69,896
Common stock warrants	2,600,000	2,400,000
Accounts payable	$ 956,970		$ 926,131
Prepaid expense	138,084		$ 225,517
July 2016 [Member] | Legal [Member] | Miriam Weber Miller [Member]
Accounts payable	45,000
Breach of contract damages	400,000
Due to related party under settlement agreement	40,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller [Member] | Minimum [Member]
Breach of contract damages payable	100,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller [Member] | Maximum [Member]
Breach of contract damages payable	120,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Two [Member]
Breach of contract damages payable	100,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Two [Member] | Transaction One [Member]
Monthly payments	20,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Two [Member] | Transaction Two [Member]
Monthly payments	80,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Three [Member]
Breach of contract damages payable	110,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Three [Member] | Transaction One [Member]
Monthly payments	20,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Three [Member] | Transaction Two [Member]
Monthly payments	15,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller Three [Member] | Transaction Three [Member]
Monthly payments	75,000
July 2016 [Member] | Legal [Member] | Miriam Weber Miller One [Member]
Breach of contract damages payable	120,000
Monthly payments	$ 15,000
October 2016 [Member] | Consulting Agreements [Member]
Common stock shares option	300,000
Fair market value option	$ 171,000
Fair Value Volatility rate	205.00%
Fair Value Risk-free interest rate	0.63%
Fair Value Expected term	1 year
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 43,000	$ 0
October 2016 [Member] | Consulting Agreements [Member]
Eexercise price	$ 0.40
Compensation issuance shares	300,000
January 2016 [Member] | Consulting Agreements [Member]
Common stock shares option	300,000
Eexercise price	$ 0.33
Fair market value option	$ 83,500
Fair Value Volatility rate	210.00%
Fair Value Risk-free interest rate	1.07%
Fair Value Expected term	3 years
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 7,000	7,000
Prepaid expense unamortized	$ 42,000
Compensation issuance shares	75,000
December 2013 and September 2017 [Member] | Consulting Agreements [Member]
Common stock shares option	1,935,000
Selling, general and administrative expense	$ 72,000	116,000
Prepaid expense unamortized	56,000	290,000
Accounts payable	30,000
Prepaid expense	2,670,000
September 2012 [Member] | Commitments [Member]
Research and development costs	1,000,000
Company paid approximately amount	220,000
Incurred balance	$ 65,000
September 2012 [Member] | Commitments [Member] | Restricted Stock [Member]
Common stock shares option	325,000
December 2013 and March 2017 [Member] | Consulting Agreements [Member] | Minimum [Member]
Fair Value Expected term	12 months
December 2013 and March 2017 [Member] | Consulting Agreements [Member] | Maximum [Member]
Fair Value Expected term	36 months
Employee Agreement with Wesley Tate [Member]
Annual salary	$ 105,000
Common stock shares option	50,000
Stock options to purchase vested	50,000
Eexercise price	$ 5.00
Fair market value option	$ 411,000
Fair Value Volatility rate	100.00%
Fair Value Risk-free interest rate	1.04%
Fair Value Expected term	5 years
Fair Value Dividend yield	0.00%
Cash placement bonus	$ 20,000
Employee Agreement with Wesley Tate [Member] | On September 29, 2016 [Member]
Common stock shares option	105,000
Eexercise price	$ 0.75
Fair market value option	$ 78,000
Fair Value Volatility rate	206.00%
Fair Value Risk-free interest rate	1.13%
Fair Value Expected term	6 years
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 4,000	20,000
Compensation expected to be recognized in future cost	43,000
Employee Agreement with Wesley Tate [Member] | On October 1, 2015 [Member]
Annual salary	$ 156,000
Common stock shares option	150,000
Selling, general and administrative expense	$ 40,000
Employee Agreement with Wesley Tate [Member] | On October 1, 2014 [Member]
Annual salary	$ 156,000
Common stock shares option	50,000
Stock options to purchase vested	40,000
Eexercise price	$ 1.20
Fair market value option	$ 56,000
Fair Value Volatility rate	262.00%
Fair Value Risk-free interest rate	1.69%
Fair Value Expected term	5 years
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 2,700	2,700
Compensation expected to be recognized in future cost	$ 10,000
Employee Agreement with Wesley Tate [Member] | On April 1, 2014 [Member]
Common stock shares option	25,000
Fair Value Expected term	12 months
Prepaid expense unamortized	$ 37,500
Employee Agreement with Eric Clemons [Member]
Annual salary	$ 156,000
Common stock shares option	100,000
Stock options to purchase vested	100,000
Eexercise price	$ 5.00
Fair market value option	$ 822,000
Fair Value Volatility rate	100.00%
Fair Value Risk-free interest rate	1.04%
Fair Value Expected term	5 years
Fair Value Dividend yield	0.00%
Cash placement bonus	$ 40,000
Employee Agreement with Eric Clemons [Member] | Lehman Formula Thereafter [Member]
Aggregate purchase price	1.00%
Employee Agreement with Eric Clemons [Member] | Lehman Formula Fourth [Member]
Cash placement bonus	$ 1,000,000
Aggregate purchase price	2.00%
Employee Agreement with Eric Clemons [Member] | Lehman Formula Third [Member]
Cash placement bonus	$ 1,000,000
Aggregate purchase price	3.00%
Employee Agreement with Eric Clemons [Member] | Lehman Formula Second [Member]
Cash placement bonus	$ 1,000,000
Aggregate purchase price	4.00%
Employee Agreement with Eric Clemons [Member] | Lehman Formula First [Member]
Cash placement bonus	$ 1,000,000
Aggregate purchase price	5.00%
Employee Agreement with Eric Clemons [Member] | On September 29, 2016 [Member]
Common stock shares option	105,000
Stock options to purchase vested	21,000
Eexercise price	$ 0.75
Fair market value option	$ 78,000
Fair Value Volatility rate	206.00%
Fair Value Risk-free interest rate	1.13%
Fair Value Expected term	6 years
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 4,000	20,000
Compensation expected to be recognized in future cost	43,000
Employee Agreement with Eric Clemons [Member] | On March 1, 2015 [Member]
Cash placement bonus	$ 0	15,000
Aggregate purchase price	10.00%
Employee Agreement with Eric Clemons [Member] | Omnibus Stock Grant and Option Plan [Member]
Annual salary	$ 195,000
Common stock shares option	100,000
Stock options to purchase vested	80,000
Eexercise price	$ 1.20
Fair market value option	$ 112,000
Fair Value Volatility rate	262.00%
Fair Value Risk-free interest rate	1.69%
Fair Value Expected term	5 years
Fair Value Dividend yield	0.00%
Selling, general and administrative expense	$ 5,500	$ 5,500
Compensation expected to be recognized in future cost	$ 21,000

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PATENT RIGHTS (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Jun. 10, 2010
Legal fees	$ 450	$ 600
Patent royalty expense	25,000	$ 25,000
Accrued payable	275,000
2014	50,000
2015	50,000
2016	50,000
Thereafter	$ 100,000
Estimated useful life of patent	20 years
Royalty payment percentage	6.00%
Dr. Saini [Member]
Patent license agreement fees			$ 50,000
Stock issued			825,000
Market value on share issued			$ 6,600
Equity participation percentage			10.00%

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NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Related party notes payable	$ 364,000	$ 289,000
Short term notes payable (A) [Member]
Related party notes payable	114,000	114,000
Short term notes payable (B) [Member]
Related party notes payable	$ 250,000	$ 175,000

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NOTES PAYABLE (Details 1) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Convertible Notes Payable	$ 2,851,112	$ 2,851,112
Debt discount	(10,385)	(12,053)
Net total	2,840,727	2,839,059
Convertible Notes Payable (A) [Member]
Convertible Notes Payable	131,000	131,000
Convertible Notes Payable (B) [Member]
Convertible Notes Payable	260,000	260,000
Convertible Note Payable (C) [Member]
Convertible Notes Payable	$ 2,460,112	$ 2,460,112

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NOTES PAYABLE (Details 2) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Fiscal year ending June 30,
2018	$ 456,500
2019	2,742,612
2020	16,000
Total outstanding notes	3,215,112
Debt Discount	(10,385)	$ (12,053)
Net Notes Payable	$ 3,204,727

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NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 29, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Feb. 28, 2016	Dec. 31, 2013
Related party notes payable		$ 364,000		$ 289,000
Convertible Notes Payable		$ 2,851,112		$ 2,851,112
Common stock, par value		$ 0.001		$ 0.001
Convertible notes			$ 8,000
Beneficial conversion amount			2,000
Accretion of debt discount expense		1,668	8,168
Loss on extinguishment of debt		30,000	3,656,179
Interest expense on notes payable		40,435	37,509
Convertible Notes Payable [Member] | Minimum [Member]
Unsecured promissory note		$ 7,500
Common stock rate, per share		$ 0.20
Excercise price		$ 0.50
Convertible Notes Payable [Member] | Maximum [Member]
Unsecured promissory note		$ 30,000
Common stock rate, per share		$ 5.00
Excercise price		$ 1.25
Related Party Notes Payable One [Member]
Notes payable additional amount	$ 75,000
Related party notes payable	$ 250,000
Common stock, issued shares	200,000
Maturity date	Dec. 31, 2017
Common stock issued to Convertible notes	200,000
Notes payable included in consolidation	$ 175,000
Loss on extinguishment of debt	$ 30,000
Related Party Notes Payable [Member]
Accrued interest percentage						7.50%
Notes payable additional amount					$ 1,000
Related party notes payable		$ 114,000
January 2017 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,460,000
Convertible Notes Payable		$ 2,410,112
Maturity date		Jan. 31, 2019
Common stock rate, per share		$ 0.15
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 50,000
Accounts payable related to accrued interest		300,000	140,000
Interest expense on notes payable		$ 40,000	38,000
November 2016 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,410,000
Convertible Notes Payable		$ 2,310,112
Maturity date		Nov. 30, 2018
Common stock rate, per share		$ 0.15
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 100,000
Loss on extinguishment of debt				$ 10,100,000
October 2016 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,310,000
Convertible Notes Payable		$ 2,285,000
Maturity date		Oct. 31, 2018
Common stock rate, per share		$ 0.40
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 25,000
August 2016 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,285,000
Convertible Notes Payable		$ 2,135,112
Maturity date		Aug. 31, 2018
Common stock rate, per share		$ 0.40
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 150,000
Loss on extinguishment of debt			37,000,000
April 2016 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,130,000
Convertible Notes Payable		$ 2,080,112
Maturity date		Feb. 28, 2018
Common stock rate, per share		$ 0.50
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 55,000
February 2016 Convertible Note [Member]
Accrued interest percentage		5.00%
Unsecured promissory note		$ 2,100,000
Convertible Notes Payable		$ 1,475,000
Maturity date		Feb. 28, 2018
Common stock rate, per share		$ 0.50
Note hoder acquire percentage		9.90%
Cash received from notes payable		$ 200,000
Accounts payable related to accrued interest		$ 293,000
December 2015 Convertible Note [Member]
Accrued interest percentage		7.50%
Unsecured promissory note		$ 260,000
Convertible Notes Payable		$ 200,000
Maturity date		Oct. 31, 2019
Common stock rate, per share		$ 0.20
Note hoder acquire percentage		9.90%
Common stock granted in cashless option		1
Common stock, par value		$ 0.001
Excercise price		$ 0.50
Beneficial conversion amount		$ 141,000
Notes payable included in consolidation		10,000
Cash received from notes payable		50,000
Estimated relative fair value discount		$ 128,000
Volatility rate		240.00%
Risk-free interest rate		1.05%
Expected term		3 years
Dividend yield		0.00%
December 2015 Convertible Note [Member] | Unsecured, Amended and Consolidated Convertible Notes Payable [Member]
Notes payable additional amount		$ 125,000
Unsecured promissory note		$ 112,000
Maturity date		Mar. 31, 2016
Loss on extinguishment of debt		$ 39,000
June 2015 Convertible Note [Member]
Accrued interest percentage		7.50%
Unsecured promissory note		$ 1,475,000
Maturity date		Jun. 09, 2017
Common stock rate, per share		$ 1.00
Note hoder acquire percentage		9.90%
December 2014 Convertible Note [Member]
Accrued interest percentage		7.50%
Unsecured promissory note		$ 200,000
Maturity date		Dec. 31, 2015
Common stock rate, per share		$ 1.00
Note hoder acquire percentage		9.90%
Beneficial conversion amount		$ 90,000
Convertible Notes Payable (A) [Member]
Convertible Notes Payable		157,000
Converted amount		26,000
Balance amount		$ 131,000
Note hoder acquire percentage		9.90%
Common stock granted in cashless option		1
Common stock, par value		$ 0.001
Beneficial conversion amount		$ 38,000
Accretion of debt discount expense		1,700	$ 8,000
Accretion of debt discount expense in future		10,000
Common stock issued for notes warrant agreement		$ 62,500
Convertible Notes Payable (A) [Member] | Minimum [Member]
Maturity date		Jun. 30, 2015
Interest rate		7.50%
Fully vested options expire period		1 year
Convertible Notes Payable (A) [Member] | Maximum [Member]
Maturity date		Jul. 31, 2019
Interest rate		8.00%
Fully vested options expire period		3 years
In 2017 [Member] | Related Party Notes Payable One [Member]
Related party notes payable				$ 175,000
Common stock, issued shares				50,000
Debt discount cost				$ 26,000

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STOCK TRANSACTIONS (Details Narrative)		3 Months Ended
	May 15, 2017 USD ($) Number $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)	Jun. 30, 2017 $ / shares
Common stock, par value		$ 0.001		$ 0.001
Loss on extinguishment of debt | $		$ 30,000	$ 3,656,179
Minimum [Member]
Exercise price		$ 0.20
Maximum [Member]
Exercise price		$ 5.00
Stock Purchase Agreement [Member]
Common stock issued for purchase agreements, shares | shares		64,000
Common stock issued for purchase agreements, amount | $		$ 80,000
Exercise price		$ 1.25
Individuals [Member]
Common stock issued for purchase agreements, shares | shares		375,000
Common stock issued for purchase agreements, amount | $		$ 65,000
Prepaid expense | $		35,000
Loss on extinguishment of debt | $		$ 30,000
Individuals [Member] | Minimum [Member]
Exercise price		$ 0.15
Individuals [Member] | Maximum [Member]
Exercise price		$ 0.20
Warrant [Member] | Stock Purchase Agreement [Member]
Warrants reserved for future issuance | shares		64,000
Share price		$ 2.50
Private Placement Memorandum [Member]
Number of units authorized | Number	400
Description of units authorized	Each Unit consisting of one $10,000 Principal Amount Convertible Debenture and a Warrant to purchase one share of our common stock, at a price of $1.25 per Unit
Convertible debenture issuable for each unit | $	$ 10,000
Common stock, par value	$ 0.001
Conversion price	0.40
Private Placement Memorandum [Member] | Non-cashless warrant [Member]
Exercise price	$ 0.80
Non-cashless warrant issuable for each unit | shares	25,000
Private Placement Memorandum [Member] | Warrant [Member]
Exercise price	$ 1.25

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OPTIONS AND WARRANTS (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Accretion of debt discount	$ 1,668	$ 8,168
Warrant [Member]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	1,700,000
Weighted-average exercise price of options, warrants and rights	$ 0.50
Compensation expected to be recognized	$ 8,500
Accretion of debt discount	$ 1,300	700
Option [Member]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	910,000
Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))	682,000
Expense recognized	$ 16,000	$ 115,000
Compensation expected to be recognized	$ 158,000
Option [Member] | Options outstanding [Member]
Weighted-average exercise price of options, warrants and rights	$ 1.45
Weighted average contractual life	7 years 8 months 9 days
Option [Member] | Options exercisable [Member]
Weighted-average exercise price of options, warrants and rights	$ 1.64
Weighted average contractual life	6 years 11 months 1 day

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 29, 2016	Sep. 30, 2017	Sep. 30, 2016
Selling, general and administrative expense		$ 288,918	$ 390,095
2014 Omnibus Stock Grant and Option Plan [Member] | Eric Clemons and Wesley Tate [Member]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	210,000
Weighted-average exercise price of outstanding options, warrants and rights	$ 0.75
Fair Market Value of options	$ 156,000
Fair Value Expected Volatility Rate	206.00%
Risk-free interest rate	1.13%
Expected term	6 years
Dividend yield	0.00%
Stock option to purchase		42,000
Selling, general and administrative expense		$ 8,000	$ 39,000
Selling, general and administrative expense in future years		$ 86,000

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EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share Details
Net loss attributable to the common stockholders	$ (431,483)	$ (4,189,967)
Basic weighted average outstanding shares of common stock	8,003,532	7,147,869
Dilutive effect of options and warrants
Diluted weighted average common stock and common stock equivalents	8,003,532	7,147,869
Earnings (loss) per share:
Basic and diluted	$ (0.05)	$ (0.59)

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EARNINGS PER SHARE (Details Narrative) - $ / shares	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Total dilutive warrants	2,600,000	2,400,000
Common stock shares issuable upon conversion of convertible notes	18,000,000
Minimum [Member]
Exercise price of convertible notes	$ 0.20
Maximum [Member]
Exercise price of convertible notes	$ 5.00

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Convertible promissory note [Member]	1 Months Ended
	Oct. 31, 2017 USD ($) $ / shares
Promissory note principal amount	$ 2,560,000
Promissory note payable	2,460,000
Proceeds from issuance of promissory note	$ 100,000
Interest rate	5.00%
Maturity date	Oct. 31, 2019
Conversion price | $ / shares	$ 0.10
Terms of conversion feature	Convertible into shares of our common stock at a conversion rate of $0.10 per share, but only if such conversion would not cause the noteholder to own more than 9.9% of our outstanding common stock