CEREBAIN BIOTECH CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to unaudited condensed consolidated financial statements

See accompanying notes to unaudited condensed consolidated financial statements

See accompanying notes to unaudited condensed consolidated financial statements

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Description of Business

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

In December 2018, the Company announced that it had initiated a repositioning and review of its overall business and corporate strategic plan to maximize shareholder value. The corporate strategic initiatives to be developed and implemented include, but are not limited to, a potential sale or divesture of certain Company assets, rebranding and repositioning of the Company’s overall business plan and a comprehensive growth strategy focused on revenue generation through a comprehensive roll-up acquisition strategy of target qualified candidates in select industries. As part of the overall plan, the Company shall continue to pursue value-enhancing initiatives as a standalone company and a capital structure optimization policy that may involve potential financings or partnerships. To assist and advise on the development and implementation of the Company’s overall plan, it engaged NMS Consulting, Inc., (“NMS Consulting”) an independent, global focused management consulting, corporate strategy and strategic communications firm.

In addition to a review of Cerebain’s business and corporate strategic initiatives, NMS Consulting will also advise Cerebain on a corporate restructuring and cost savings plan, under which it will identify opportunities to optimize operations, drive efficiency and reduce costs.

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

The accompanying (a) condensed balance sheet at June 30, 2018 has been derived from audited statements and (b) unaudited interim condensed financial statements as of December 31, 2018 and for the three-month and six month periods ended December 31, 2018 and 2017 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 consolidated financial statements and notes thereto for the year ended June 30, 2018 included on Form 10-K filed with the Securities and Exchange Commission on September 26, 2018.

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 . The Company’s 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 $33,350,000 and $32,450,000 at December 31, 2018 and June 30, 2018, respectively, and had a net loss of approximately $908,000 and $3,844,000 for the six-month periods ended December 31, 2018 and 2017, respectively, and net cash used in operating activities of approximately $192,000 and $362,000 for the six-month periods ended December 31, 2018 and 2017, respectively, with no revenue earned since inception, limited cash of approximately $18,000 and $65,000 at December 31, 2018 and June 30, 2018, respectively, and a lack of operational history. These matters raise substantial doubt about the Company’s 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.

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, the valuation of warrants and options, the valuation of derivative liabilities, and the valuation of warrant liabilities.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Cerebain Biotech and its wholly-owned subsidiary, Cerebain Operating. 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 $800 and $6,000 for the six-month periods ended December 31, 2018 and 2017, respectively.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development costs charged to operations were approximately $32,000 and $125,000 for the six-month periods ended December 31, 2018 and 2017, 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, recorded 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 the Company’s consolidated balance sheets if the warrants are not treated as a derivative. 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 – derivative treatment

When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position. 

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the 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 December 31, 2018, and June 30, 2018, 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.

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. The warrant and derivative liabilities are recognized at fair value on a recurring basis at December 31, 2018 and are Level 3 measurements. There have been no transfers between levels.

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:

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

FASB ASU 2018-07 “Compensation – Stock Compensation (Topic 718) - In June 2018, the FASB issued ASU 2018-07. This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. The Company currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

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 $320,000, of which $165,000 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 2016 and December 2018, 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 2,435,000 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 December 31, 2018, 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 $2,677,000 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 six-month periods ended December 31, 2018 and 2017, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $5,000 and $102,000, respectively, and for the three-month periods ended December 31, 2018 and 2017 approximately $3,000 and $30,0000, respectively. The unamortized prepaid expenses of these contracts are approximately $7,000 and included in prepaid expenses on the consolidated balance sheets at December 31, 2018.

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 for these business consulting services was 75,000 shares (included in the preceding paragraph) of the Company’s restricted common stock and fully vested and non-forfeitable options to acquire up to 300,000 shares of the Company’s common stock, at an exercise price of $0.33 per share. Fair Market Value of these options totaled approximately $83,500 and is being 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 six-month periods ended December 31, 2018 and 2017, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $14,000, respectively, and for the three-month periods ended December 31, 2018 and 2016, approximately $7,000, respectively. The unamortized prepaid expense of this contract is approximately $7,000 and included in prepaid expenses on the consolidated balance sheets at December 31, 2018.

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 for these business consulting services was 300,000 shares of the Company’s common stock 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 and six-month periods ended December 31, 2018 and 2017, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $0 and $43,000, respectively. The prepaid expense of this contract has been fully amortized as of December 31, 2018.

As of December 31, 2018, future maturities of prepaid expenses on value of shares and options issued for consulting are as follows:

Legal

The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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 (patent pending) 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 shares issued under the pertinent section of the agreement. 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 in the Patent License Agreement, 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.

Legal fees pertaining to the patent are recorded as general and administrative expenses when they are incurred. Legal fees charged to operations were approximately $4,000 and $1,600 for the six-month periods ended December 31, 2018 and 2017, respectively, and approximately $700 and $1,100 for the three-month periods ended December 31, 2018 and 2017, respectively.

The Company recognized a patent royalty expense of approximately $50,000 for the six-month period ended December 31, 2018 compared to $50,000 for the six-month period ended December 31, 2017 and approximately $25,000 for the three-month period ended December 31, 2018 compared to $25,000 for the three-month period ended December 31, 2017. The accrued payable of $400,000 pertaining to the patent royalty expense at December 31, 2018 is included in related party payables.

Short Term Notes Payable to Stockholders

Crown Bridge Partners

On March 2, 2018, the Company held an initial closing under a Securities Purchase Agreement (the “Crown SPA”) and corresponding Convertible Promissory Note (the “Crown Note”) with Crown Bridge Partners, LLC (“Crown”), dated February 14, 2018. Under the Crown SPA and the Crown Note, Crown agreed to loan the Company up to One Hundred Thirty Thousand Dollars ($130,000) in tranches. The Crown Note has an original issuance discount of $13,000, meaning the maximum amount the Company can borrow under the Crown Note is $117,000. The initial tranche on March 2, 2018 was $65,000, with the Company receiving $58,500 and the remaining $6,500 being retained by Crown as the portion of the prorated original issuance discount. The Crown Note bears interest at Ten Percent (10%) per annum and matures twelve (12) months from the date of each tranche, with the initial tranche of $65,000 maturing on March 2, 2019. Under the terms of the Crown Note, Crown has the right, at any time to convert all or part of the amounts due to it under the Crown Note into shares of the Company’s common stock. The conversion price is 55% of the lesser of (a) the lowest traded price or (b) the lowest closing bid price, of the Company’s common stock on the twenty-five trading days prior to the conversion date. However, Crown may not convert the amounts due under the Note into shares of the Company’s common stock if such conversion would cause it to own more than 4.99% of the Company’s then-outstanding common stock, which limitation may be waived by Crown upon 61 days-notice. In the event the Company defaults under the terms of the Crown Note, the Company owes 150% of the principal amount then due under the Note, plus any unpaid interest, immediately. The Company may prepay the amounts loaned to the Company under the Crown Note as follows: (i) during the initial 60-day period after each tranche, at 125% multiplied by the amount the Company is prepaying, (ii) during the 61st through 120 days after each tranche, at 135% multiplied by the amount the Company is prepaying, and (iii) during the 121st through 180th day after each tranche, at 150% multiplied by the amount the Company is prepaying. Any prepayments are subject to Crown’s written acceptance of such prepayment. After 180 days from each tranche the Company cannot prepay that tranche in cash.

While the Crown Note is outstanding, if the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has the right to convert monies owed to that third party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Crown Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Crown Note) until this Crown Note is no longer outstanding. Each time, while this Crown Note is outstanding, the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has a look back period greater than the look back period in effect under the Crown Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Crown Note is no longer outstanding.

In addition to issuing the Crown Note, the Company agreed to issue Crown a warrant with each funding tranche. Each warrant will be for the purchase of shares of the Company’s common stock equal to 75% of the face value of the tranche divided by $0.50. For example, the first tranche of funding is for $65,000, the Company issued a warrant to purchase 97,500 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrant contains a cashless exercise provision. Each warrant expires five years after the date of issuance.

In connection with the warrants, if the Company, at any time from and after the Issuance Date, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any person, firm, association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise Price (including but not limited to under the Note), as adjusted hereunder (any such issuance being referred to as a “ Dilutive Issuance ,” subject, however, to the provision contained in the further definition of the term “Dilutive Issuance” contained in the agreement, then (a) the Exercise Price shall be adjusted to match the lowest price per share at which such Common Stock was issued or may be acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Holder could purchase hereunder for the aggregate Exercise Price, as reduced pursuant to the agreement, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to the agreement, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to the agreement, as the same may occur from time to time hereunder. Subject to the anti-dilution provision, the Company adjusted Crown’s warrant to purchase 243,750 shares of our common stock at an exercise price of $0.20 per share as a result of the warrant issued to Auctus Fund on March 8, 2018.

On September 7, 2018, Crown Bridge Partners, LLC elected to convert $5,049, consisting of $4,549 of principal and $500 of fees, into 90,000 shares of the Company’s Common Stock at an exercise price of $0.0561 pursuant to the convertible note dated February 14, 2018.

On September 28, 2018, Crown Bridge Partners, LLC elected to convert $2,554, consisting of $2,054 of principal and $500 of fees, into 480,000 shares of the Company’s Common Stock at an exercise price of $0.00532 pursuant to the convertible note dated February 14, 2018.

On October 10, 2018, Crown Bridge Partners, LLC elected to convert $2,896, consisting of $2,396 of principal and $500 of fees, into 548,000 shares of the Company’s Common Stock at an exercise price of $0.005285 pursuant to the convertible note dated February 14, 2018.

On November 6, 2018, Crown Bridge Partners, LLC elected to convert $1,706, consisting of $1,206 of principal and $500 of fees, into 677,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

On November 9, 2018, Crown Bridge Partners, LLC elected to convert $1,875, consisting of $1,375 of principal and $500 of fees, into 744,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

On November 28, 2018, Crown Bridge Partners, LLC elected to convert $2,076, consisting of $1,576 of principal and $500 of fees, into 824,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

Auctus Fund

On March 8, 2018, the Company closed a Securities Purchase Agreement (the “Auctus SPA”) and corresponding Convertible Promissory Note (the “Auctus Note”) with Auctus Fund, LLC (“Auctus”), dated February 15, 2018. Under the Auctus SPA and the Auctus Note, Auctus agreed to loan the Company One Hundred Ten Thousand Dollars ($110,000). The Auctus Note bears interest at Ten Percent (10%) per annum and matured on November 15, 2018. Under the terms of the Auctus Note, Auctus has the right, at any time to convert all or part of the amounts due to it under the Auctus Note into shares of the Company’s common stock. The conversion price is 55% multiplied by the lowest Trading Price during the twenty-five trading days prior to the conversion date. However, Auctus may not convert the amounts due under the Auctus Note into shares of the Company’s common stock if such conversion would cause it to own more than 4.99% of the Company’s then-outstanding common stock, which limitation may be waived by Auctus upon 61 days-notice. In the event the Company defaults under the terms of the Auctus Note, the Company owes 150% of the principal amount then due under the Auctus Note, plus any unpaid interest, immediately. The Company may prepay the amounts loaned to the Company under the Auctus Note as follows: (i) during the initial 90-day period after the issue date, at 135% multiplied by the amount the Company is prepaying, and (ii) from the 91st through the 180th day after the issue date, at 150% multiplied by the amount the Company is prepaying. Any prepayments are subject to Auctus’ written acceptance of such prepayment. In the event the Company defaults under the terms of the Crown Note, the Company owes 150% of the principal amount then due under the Note, plus any unpaid interest, immediately. After 180 days from the issue date the Company cannot prepay the Auctus Note. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the Auctus Note. As a result of the default, the Company has incurred a default penalty expense of approximately $54,000.

While this Auctus Note is outstanding, if the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has the right to convert monies owed to that third party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Auctus Note) until this Auctus Note is no longer outstanding. Each time, while this Auctus Note is outstanding, the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has a look back period greater than the look back period in effect under the Auctus Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding.

In addition to issuing the Auctus Note, the Company agreed to issue Auctus a warrant to acquire 275,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant.

In connection with the warrants, if the Company, at any time from and after the Issuance Date, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any person, firm, association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise Price (including but not limited to under the Note), as adjusted hereunder (any such issuance being referred to as a “ Dilutive Issuance ,” subject, however, to the proviso contained in the further definition of the term “Dilutive Issuance” contained in the agreement, then (a) the Exercise Price shall be adjusted to match the lowest price per share at which such Common Stock was issued or may be acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Holder could purchase hereunder for the aggregate Exercise Price, as reduced pursuant to the agreement, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to the agreement, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to the agreement, as the same may occur from time to time hereunder.

On September 12, 2018, Auctus Fund, LLC elected to convert $3,025, consisting of $2,525 of accrued and unpaid interest and $500 of fees, into 50,000 shares of the Company’s Common Stock at an exercise price of $0.06050 pursuant to the convertible note dated February 15, 2018.

On September 25, 2018, Auctus Fund, LLC elected to convert $693, consisting of $193 of accrued and unpaid interest and $500 of fees, into 60,000 shares of the Company’s Common Stock at an exercise price of $0.01155 pursuant to the convertible note dated February 15, 2018.

On October 1, 2018, Auctus Fund, LLC elected to convert $2,333, consisting of $1,833 of accrued and unpaid interest and $500 of fees, into 360,000 shares of the Company’s Common Stock at an exercise price of $0.00648 pursuant to the convertible note dated February 15, 2018.

On October 10, 2018, Auctus Fund, LLC elected to convert $2,884, consisting of $1,960 of accrued and unpaid interest, $424 of principal and $500 of fees, into 477,500 shares of the Company’s Common Stock at an exercise price of $0.00440 pursuant to the convertible note dated February 15, 2018.

On October 29, 2018, Auctus Fund, LLC elected to convert $1,760, consisting of $570 of accrued and unpaid interest, $690 of principal and $500 of fees, into 400,000 shares of the Company’s Common Stock at an exercise price of $0.00440 pursuant to the convertible note dated February 15, 2018.

On November 30, 2018, Auctus Fund, LLC elected to convert $2,648, consisting of $1,586 of accrued and unpaid interest, $562 of principal and $500 of fees, into 859,799 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 15, 2018.

On December 18, 2018, Auctus Fund, LLC elected to convert $1,057, consisting of $557 of accrued and unpaid interest and $500 of fees, into 943,900 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 15, 2018.

EMA Financial

On March 8, 2018, the Company closed a Securities Purchase Agreement (the “EMA SPA”) and corresponding Convertible Promissory Note (the “EMA Note”) with EMA Financial, LLC (“EMA”), dated February 12, 2018. Under the EMA SPA and the EMA Note, EMA agreed to loan the Company One Hundred Ten Thousand Dollars ($110,000). The EMA Note has an original issuance discount of $6,600, meaning the amount the Company received at funding was $103,400. The EMA Note bears interest at Ten Percent (10%) per annum and matured on February 12, 2019. On January 15, 2019, the Company received notice from EMA that pursuant to the terms of the Note, the Maturity Date of the Note was extended to February 12, 2020. Under the terms of the EMA Note, EMA has the right, at any time to convert all or part of the amounts due to it under the EMA Note into shares of the Company’s common stock. The conversion price is 55% multiplied by the lowest Trading Price during the twenty trading days prior to the conversion date. However, EMA may not convert the amounts due under the Note into shares of the Company’s common stock if such conversion would cause it to own more than 4.99% of the Company’s then-outstanding common stock, which limitation may be waived by EMA upon 61 days-notice. In the event the Company defaults under the terms of the EMA Note, the Company owes 150% of the principal amount then due under the Note, plus any unpaid interest, immediately. The Company may prepay the amounts loaned to the Company under the EMA Note as follows: (i) during the initial 90-day period after the issue date, at 135% multiplied by the amount the Company is prepaying, and (ii) from the 91st through the 180th day after the issue date, at 150% multiplied by the amount the Company is prepaying. Any prepayments are subject to EMA’s written acceptance of such prepayment. After 180 days from the issue date the Company cannot prepay the EMA Note.

While this EMA Note is outstanding, if the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has the right to convert monies owed to that third party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this EMA Note is no longer outstanding. Each time, while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any 3rd party has a look back period greater than the look back period in effect under the EMA Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this EMA Note is no longer outstanding.

In addition to issuing the EMA Note, the Company agreed to issue EMA a warrant to acquire 137,500 shares of the Company’s common stock at an exercise price of $0.40 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant.

In connection with the warrants, if the Company, at any time from and after the Issuance Date, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any person, firm, association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise Price (including but not limited to under the Note), as adjusted hereunder (any such issuance being referred to as a “ Dilutive Issuance ,” subject, however, to the proviso contained in the further definition of the term “Dilutive Issuance” contained in the agreement, then (a) the Exercise Price shall be adjusted to match the lowest price per share at which such Common Stock was issued or may be acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Holder could purchase hereunder for the aggregate Exercise Price, as reduced pursuant to the agreement, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to the agreement, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to the agreement, as the same may occur from time to time hereunder. Subject to the anti-dilution provision and as a result of the warrant issued to Auctus detailed above, the Company issued EMA an amended and restated warrant to purchase 275,000 shares of our common stock at an exercise price of $0.20 per share, which replaced the original warrant issued to EMA.

On September 11, 2018, EMA Financial, LLC elected to convert $6,187.50, consisting of $5,437.50 of principal and $750 of fees, into 90,000 shares of the Company’s Common Stock at an exercise price of $0.06875 pursuant to the convertible note dated February 12, 2018.

On September 9, 2018, EMA Financial, LLC elected to convert $4,800, consisting of $4,050 of principal and $750 of fees, into 300,000 shares of the Company’s Common Stock at an exercise price of $0.016 pursuant to the convertible note dated February 12, 2018.

On October 4, 2018, EMA Financial, LLC elected to convert $4,120, consisting of $3,370 of principal and $750 of fees, into 515,000 shares of the Company’s Common Stock at an exercise price of $0.008 pursuant to the convertible note dated February 12, 2018.

On October 18, 2018, EMA Financial, LLC elected to convert $3,618, consisting of $2,368 of principal and $750 of fees, into 599,000 shares of the Company’s Common Stock at an exercise price of $0.00604 pursuant to the convertible note dated February 12, 2018.

On October 29, 2018, EMA Financial, LLC elected to convert $2,472, consisting of $1,722 of principal and $750 of fees, into 561,750 shares of the Company’s Common Stock at an exercise price of $0.0044 pursuant to the convertible note dated February 12, 2018.

On November 7, 2018, EMA Financial, LLC elected to convert $2,085, consisting of $1,335 of principal and $750 of fees, into 677,000 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On November 9, 2018, EMA Financial, LLC elected to convert $2,293, consisting of $1,543 of principal and $750 of fees, into 744,500 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On November 20, 2018, EMA Financial, LLC elected to convert $2,523, consisting of $1,722 of principal and $750 of fees, into 819,000 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On December 14, 2018, EMA Financial, LLC elected to convert $1,320, consisting of $570 of principal and $750 of fees, into 943,000 shares of the Company’s Common Stock at an exercise price of $0.0014 pursuant to the convertible note dated February 12, 2018.

On December 26, 2018, EMA Financial, LLC elected to convert $1,163, consisting of $412 of principal and $750 of fees, into 1,038,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 12, 2018.

Short Term Convertible Notes Conversion

The Company evaluated the notes under the requirements of ASC 480 “Distinguishing Liabilities From Equity” (ASC 480) and concluded that the notes do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provisions which reduces the purchaser’s conversion price in the event of subsequent dilutive issuances by the Company below the purchaser’s conversion price as described above, the conversion features do not meet the definition of “indexed to” the Company’s stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the conversion features meet all the embedded derivative criteria in ASC 815, and therefore, the conversion features meet the definition of an embedded derivative that should be separated from the notes and accounted for as a derivative liability.

The embedded derivatives were recorded as a derivative liability on the consolidated Balance Sheet at their fair value of $330,000 at the date of issuance. At each subsequent reporting date, the fair value of the embedded derivative liabilities will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. At December 31, 2018, the embedded derivatives were re-measured at fair value that was determined to be approximately $355,000. During the six months ended December 31, 2018 and 2017, the Company recorded an approximate gain on embedded derivative re-valuation of $70,000 and $0, respectively.

The fair value of the embedded derivative liabilities is measured in accordance with ASC 820 “Fair Value Measurement”, using the “Monte Carlo Method” modeling incorporating the following inputs:

Short Term Convertible Notes Warrants 

The Company evaluated the Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the Exercise Price and Conversion Price in the event of subsequent issuances, the Warrants are not indexed to our common stock, and the Company has determined that the Warrants meet the definition of a derivative under ASC 815. Accordingly, the Warrants were recorded as derivative liabilities in the consolidated Balance Sheet at their fair value of $96,289 at the date of issuance. At each subsequent reporting date, the fair value of the Warrants will be remeasured and changes in the fair value will be reported in the consolidated Statements of Operations. At December 31, 2018, the warrant liability was re-measured at fair value that was determined to be approximately $92,000. During the six months ended December 31, 2018 and 2017, the Company recorded a loss on warrant re-valuation of approximately $2,500 and $0, respectively.

The fair value of the Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: 

Debt Discount 

The Company issued the notes with warrants that require liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: original issue discount of approximately $32,000, approximately $96,000 to the warrants granted, and approximately $330,000 to the embedded derivative, resulting in a debt discount to such notes of approximately $285,000 with the remaining amount of approximately $173,000 expensed at inception of the note. The debt discount is accreted to interest expense over the term of the note. 

The Company recorded debt discount accretion of approximately $157,000 and $0 to interest expense for the six months ended December 31, 2018 and 2017, respectively and approximately $71,000 and $0 to interest expense for the three months ended December 31, 2018 and 2017, respectively. The accretion of debt discount expense to be recognized in future years is approximately $20,000.

Changes in the derivative and warrant liabilities were as follows:

Convertible Notes Payable (A)

Between September 2013 and December 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 and the repayment of one note totaling $15,000, netting a balance of approximately $116,000. 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 the Company’s 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 the Company’s 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, 2018, the Company is in default approximately $77,500 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 $2,300 and $3,300 for the six-month periods ended December 31, 2018 and 2017, respectively and approximately $800 and $1,700 for the three-month periods ended December 31, 2018 and 2017, respectively. The accretion of debt discount expense to be recognized in future years is approximately $3,000.

Unsecured, Amended and Consolidated Convertible Note Payable (B)

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 the Company’s 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 the Company’s 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 is currently in default and is in discussions with the noteholder to restructure the terms of the note.

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.

Unsecured, Amended and Consolidated Convertible Notes Payable (C)

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 the Company’s 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 the Company’s outstanding common stock, and contains piggyback registration rights. The note payable was extinguished in October 2017.

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.

October 2017 Convertible Note

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 $2,460,112 convertible promissory note payable issued in January 2017 and received cash of $100,000. The amended and consolidated convertible promissory note matures in October 2019, accrues interest at 5% per annum and is convertible into shares of the Company’s 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 the Company’s outstanding common stock, and contains piggyback registration rights. The note payable was modified in September 2018.

In connection with the $2,560,000 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 $3.1 million for the year ended June 30, 2018.

September 2018 Convertible Note

In September 2018, the Company entered into an unsecured amended and consolidated convertible promissory note with a non-affiliate stockholder for a principal amount of $2,937,113. In exchange, the Company modified the $2,560,112 convertible promissory note payable issued in October 2017, accounts payable related to accrued interest of approximately $302,000 and received cash of $75,000. The amended and consolidated convertible promissory note matures in October 2019, accrues interest at 5% per annum and is convertible into shares of the Company’s 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 the Company’s outstanding common stock, and contains piggyback registration rights.

In connection with the $2,937,113 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 determined that the note had a beneficial conversion feature of approximately $87,000.

The Company recognized an accretion of debt discount expense of approximately $8,700 and $0 for the six-month periods ended December 31, 2018 and 2017, respectively and approximately $8,700 and $0 for the three-month periods ended December 31, 2018 and 2017, respectively. The accretion of debt discount expense to be recognized in future years is approximately $78,300.

The Company recognized interest expense on all notes payable to stockholders of approximately $103,600 and $82,000 for the six-month periods ended December 31, 2018 and 2017, respectively and approximately $53,500 and $41,000 for the three-month periods ended December 31, 2018 and 2017, respectively. Accrued interest on all notes payable to stockholders at December 31, 2018 and 2017 totaled approximately $222,500 and $340,000, respectively, and is included in accounts payable.

As of December 31, 2018, future maturities of all note payables are as follows:

NOTE 7 – STOCK TRANSACTIONS

On September 7, 2018, Crown Bridge Partners, LLC elected to convert $5,049, consisting of $4,549 of principal and $500 of fees, into 90,000 shares of the Company’s Common Stock at an exercise price of $0.0561 pursuant to the convertible note dated February 14, 2018.

On September 11, 2018, EMA Financial, LLC elected to convert $6,187.50, consisting of $5,437.50 of principal and $750 of fees, into 90,000 shares of the Company’s Common Stock at an exercise price of $0.06875 pursuant to the convertible note dated February 12, 2018.

On September 12, 2018, Auctus Fund, LLC elected to convert $3,025, consisting of $2,525 of accrued and unpaid interest and $500 of fees, into 50,000 shares of the Company’s Common Stock at an exercise price of $0.06050 pursuant to the convertible note dated February 15, 2018.

On September 9, 2018, EMA Financial, LLC elected to convert $4,800, consisting of $4,050 of principal and $750 of fees, into 300,000 shares of the Company’s Common Stock at an exercise price of $0.016 pursuant to the convertible note dated February 12, 2018.

On September 25, 2018, Auctus Fund, LLC elected to convert $693, consisting of $193 of accrued and unpaid interest and $500 of fees, into 60,000 shares of the Company’s Common Stock at an exercise price of $0.01155 pursuant to the convertible note dated February 15, 2018.

On September 28, 2018, Crown Bridge Partners, LLC elected to convert $2,534, consisting of $2,054 of principal and $500 of fees, into 480,000 shares of the Company’s Common Stock at an exercise price of $0.00532 pursuant to the convertible note dated February 14, 2018.

On October 10, 2018, Crown Bridge Partners, LLC elected to convert $2,896, consisting of $2,396 of principal and $500 of fees, into 548,000 shares of the Company’s Common Stock at an exercise price of $0.005285 pursuant to the convertible note dated February 14, 2018.

On November 6, 2018, Crown Bridge Partners, LLC elected to convert $1,706, consisting of $1,206 of principal and $500 of fees, into 677,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

On November 9, 2018, Crown Bridge Partners, LLC elected to convert $1,875, consisting of $1,375 of principal and $500 of fees, into 744,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

On November 28, 2018, Crown Bridge Partners, LLC elected to convert $2,076, consisting of $1,576 of principal and $500 of fees, into 824,000 shares of the Company’s Common Stock at an exercise price of $0.00252 pursuant to the convertible note dated February 14, 2018.

On October 1, 2018, Auctus Fund, LLC elected to convert $2,333, consisting of $1,833 of accrued and unpaid interest and $500 of fees, into 360,000 shares of the Company’s Common Stock at an exercise price of $0.00648 pursuant to the convertible note dated February 15, 2018.

On October 10, 2018, Auctus Fund, LLC elected to convert $2,884, consisting of $1,960 of accrued and unpaid interest, $424 of principal and $500 of fees, into 477,500 shares of the Company’s Common Stock at an exercise price of $0.00440 pursuant to the convertible note dated February 15, 2018.

On October 29, 2018, Auctus Fund, LLC elected to convert $1,760, consisting of $570 of accrued and unpaid interest, $690 of principal and $500 of fees, into 400,000 shares of the Company’s Common Stock at an exercise price of $0.00440 pursuant to the convertible note dated February 15, 2018.

On November 30, 2018, Auctus Fund, LLC elected to convert $2,648, consisting of $1,586 of accrued and unpaid interest, $562 of principal and $500 of fees, into 859,799 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 15, 2018.

On December 18, 2018, Auctus Fund, LLC elected to convert $1,057, consisting of $557 of accrued and unpaid interest and $500 of fees, into 943,900 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 15, 2018.

On October 4, 2018, EMA Financial, LLC elected to convert $4,120, consisting of $3,370 of principal and $750 of fees, into 515,000 shares of the Company’s Common Stock at an exercise price of $0.008 pursuant to the convertible note dated February 12, 2018.

On October 18, 2018, EMA Financial, LLC elected to convert $3,618, consisting of $2,368 of principal and $750 of fees, into 599,000 shares of the Company’s Common Stock at an exercise price of $0.00604 pursuant to the convertible note dated February 12, 2018.

On October 29, 2018, EMA Financial, LLC elected to convert $2,472, consisting of $1,722 of principal and $750 of fees, into 561,750 shares of the Company’s Common Stock at an exercise price of $0.0044 pursuant to the convertible note dated February 12, 2018.

On November 7, 2018, EMA Financial, LLC elected to convert $2,085, consisting of $1,335 of principal and $750 of fees, into 677,000 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On November 9, 2018, EMA Financial, LLC elected to convert $2,293, consisting of $1,543 of principal and $750 of fees, into 744,500 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On November 20, 2018, EMA Financial, LLC elected to convert $2,523, consisting of $1,722 of principal and $750 of fees, into 819,000 shares of the Company’s Common Stock at an exercise price of $0.00308 pursuant to the convertible note dated February 12, 2018.

On December 14, 2018, EMA Financial, LLC elected to convert $1,320, consisting of $570 of principal and $750 of fees, into 943,000 shares of the Company’s Common Stock at an exercise price of $0.0014 pursuant to the convertible note dated February 12, 2018.

On December 26, 2018, EMA Financial, LLC elected to convert $1,163, consisting of $412 of principal and $750 of fees, into 1,038,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 12, 2018.

NOTE 8 – OPTIONS AND WARRANTS

Options

For the six-month period ended December 31, 2018, the Company had 910,000 options outstanding at a weighted average exercise price of $1.45 and a weighted average contractual life of 6.26 years, with 826,000 options exercisable at a weighted average exercise price of $1.52 and a weighted average contractual life of 5.88 years. For the six-month period ended December 31, 2018 and 2017, the Company recognized an expense of approximately $22,000 and $32,000, respectively, and for the three-month period ended December 31, 2018 and 2017, the Company recognized an expense of approximately $8,000 and $16,000, respectively, which was recorded as compensation expense. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $47,000.

Warrants

For the six-month period ended December 31, 2018, the Company had approximately 3,200,000 warrants outstanding at an average exercise price of $0.78. For the six-month period ended December 31, 2018 and 2017, the Company recognized an accretion of debt discount related to warrants expense of approximately $1,800 and $2,600, respectively, and for the three-month period ended December 31, 2018 and 2017, the Company recognized an accretion of debt discount related to warrants expense of approximately $600 and $1,300, respectively. The approximate expense expected to be recognized in future years is $3,000.

NOTE 9 – Related Party Transactions

Employment Agreements

Eric Clemons

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:

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 six-month and three-month periods ended December 31, 2018 and 2017, no cash placement bonus was earned, respectively.

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 December 31, 2018, 63,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $8,000 for the six-month periods ended December 31, 2018 and 2017, respectively, and approximately $4,000 for the three-month periods ended December 31, 2018 and 2017, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $23,000.

On February 1, 2018, the Company entered into a new employment agreement with Eric Clemons, an officer of the company. The new contract had no accounting impact on the prior agreements. Terms of the agreement include the following:

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 is liable such payroll taxes and any related penalties and interest.

Wesley Tate

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:

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 December 31, 2018, 63,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $8,000 for the six-month periods ended December 31, 2018 and 2017, respectively, and approximately $4,000 for the three-month periods ended December 31, 2018 and 2017, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $23,000.

On February 1, 2018, the Company entered into a new employment agreement with Wesley Tate, an officer of the company. The new contract had no accounting impact on the prior agreements. Terms of the agreement include the following:

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 is liable such payroll taxes and any related penalties and interest.

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.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The total number of potential additional dilutive options and warrants outstanding was approximately 4.0 million and 2.6 million for the six-month periods ended December 31, 2018 and 2017, respectively. In addition, the convertible notes convert at an exercise price of between $0.10 and $5.00 per share of common stock representing approximately 30 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: