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 ~~December~~March 31, ~~2018~~2019

¨ 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 every Interactive Data File required to be submitted 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, ” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨x 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

~~Indicate~~Securities ~~the~~registered ~~number~~pursuant ofto ~~shares~~Section ~~outstanding~~12(b) of ~~each of~~ the ~~issuer’s classes of stock, as of the latest practicable date.~~Act:

Class of Securities		Shares Outstanding at February 15, 2019
Common Stock, $0.001 par value		63,327,396

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 May 17, 2019
Common Stock, $0.001 par value		140,223,096

CEREBAIN BIOTECH CORP.

TABLE OF CONTENTS

		PAGE
PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		3
	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS		3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		5
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT		5
	NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		6
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		32
	NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		43
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31
ITEM 4.	CONTROLS AND PROCEDURES		43
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		42
ITEM 4.	CONTROLS AND PROCEDURES		42
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		44
ITEM 1A.	RISK FACTORS		44
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		44
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		4745
ITEM 4.	MINING SAFETY DISCLOSURES		4745
ITEM 5.	OTHER INFORMATION		4745
ITEM 6.	EXHIBITS		4846
	SIGNATURES		4947

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PART I 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements of registrant for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018 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.

CEREBAIN BIOTECH CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			June 30,
	March 31,			June 30,
	2018			2018
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1719,~~607~~022		$	64,583
Prepaid expenses		142,~~217~~540			27,018
Total current assets		3121,~~824~~562			91,601
Total assets	$	3121,~~824~~562		$	91,601
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	980,658		$	1,142,636
Accounts payable and other accrued expenses	$	1,035,767		$	1,142,636
Related party payables		~~400~~426,~~740~~295			350,000
Accrued payroll		~~302~~331,~~046~~732			215,973
Payroll taxes payable		~~133~~138,~~265~~512			94,124
Convertible notes to stockholders, current portion and net of debt discount of approximately $81,350 and $0, respectively		3,231,763			360,000
Convertible notes to stockholders, current portion and net of debt discount of approximately $42,000 and $0, respectively		3,270,743			360,000
Short term notes payable to stockholders		~~539~~591,~~000~~500			464,000
Short term convertible notes payable, net of debt discount of approximately $19,625 and $177,094, respectively		281,623			107,906
Short term convertible notes payable, net of debt discount of approximately $83,000 and $177,000, respectively		220,924			107,906
Derivative liabilities		~~355~~514,~~334~~963			285,000
Warrant liabilities		92147,~~328~~878			85,058
Stock payable		7,500			-
Total current liabilities		6,~~324~~685,~~257~~814			3,104,697
Long term liabilities:
Convertible notes to stockholders, net of current portion and net of debt discount of approximately $0 and $5,381, respectively		-			2,570,731
Convertible notes to stockholders, net of current portion and net of debt discount of approximately $0 and $5,000, respectively		-			2,570,731
Total long-term liabilities		-			2,570,731
Total liabilities		6,~~324~~685,~~257~~814			5,675,428
Commitments and contingencies (Note 4)
Stockholders’ deficit
Preferred stock ($0.001 par value: 1,000,000 shares authorized; none issued and outstanding)		-			-
Preferred stock ($0.001 par value: 1,000,000 shares authorized; 51 and 0 issued and outstanding at March 31, 2019 and June 30, 2018, respectively)		1			-
Common stock ($0.001 par value: 249,000,000 shares authorized; 21,840,796 and 9,039,347 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively)		21,840			9,039
Common stock ($0.001 par value: 249,000,000 shares authorized; 80,073,096 and 9,039,347 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively)		80,073			9,039
Additional paid-in capital		27,~~043~~003,~~676~~833			26,856,647
Accumulated deficit		(33,~~357~~748,~~949~~159	)		(32,449,513	)
Total stockholders’ deficit		(6,~~292~~664,~~433~~252	)		(5,583,827	)
Total liabilities and stockholders’ deficit	$	3121,~~824~~562		$	91,601

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 Six Months Ended December 31,						For the Three Months Ended December 31,
	For the Nine Months Ended						For the Three Months Ended
	2018			2017			2018			2017
	March 31,						March 31,
Operating Expenses
	2019			2018			2019			2018
Selling, general and administrative expenses	$	402,707		$	476,459		$	208,477		$	187,542
Operating expenses:
Research and development costs		32,000			124,628			-			82,314
Selling, general and administrative expenses	$	615,970		$	790,175		$	213,263		$	313,716
Patent royalty expense		50,000			50,000			25,000			25,000
Research and development costs		32,000			205,030			-			80,402
Marketing expenses		834			6,202			834			3,053
Patent royalty expense		75,000			75,000			25,000			25,000
Total operating expenses		485,541			657,289			234,311			297,909
Marketing expenses		889			8,642			55			2,440
Other (income) expense
Total operating expenses		723,859			1,078,847			238,318			421,558
Accretion of debt discount		173,500			3,336			85,783			1,668
Other (income) expense:
Loss from extinguishment of debt		-			3,102,134			-			3,072,134
Amortization of debt discount		219,316			28,754			45,816			25,418
Interest expense		103,630			81,704			53,548			41,269
Loss from extinguishment of debt		15,000			3,102,134			15,000			-
Financing fee		14,000			-			10,500			-
Interest expense		267,796			298,716			164,166			217,012
Change in fair value of derivative liabilities		70,334			-			(69,666	)		-
Financing fee		28,750			-			14,750			-
Change in fair value of warrant liabilities		7,270			-			2,500			-
Change in fair value of derivative liabilities		37,579			(10,000	)		(32,755	)		(10,000	)
Default expense		54,162			-			54,162			-
Change in fair value of warrant liabilities		6,346			614			(924	)		614
Total other (income) expense, net		422,896			3,187,174			136,827			3,115,071
Default expense		-			-			(54,162	)		-
Net loss	$	(908,437	)	$	(3,844,463	)	$	(371,138	)	$	(3,412,980	)
Total other expense, net		574,787			3,420,218			151,891			233,044
Net loss	$	(1,298,646	)	$	(4,499,065	)	$	(390,209	)	$	(654,602	)
Loss per share:
Basic and diluted loss per share	$	(0.0704	)	$	(0.4754	)	$	(0.0203	)	$	(0.4107	)
Basic and diluted weighted average shares outstanding		1234,~~556~~161,~~622~~037			8,~~174~~365,~~265~~059			1551,~~970~~280,~~201~~025			8,~~351~~755,~~521~~125

See accompanying notes to unaudited condensed consolidated financial statements

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CEREBAIN BIOTECH CORP. AND SUBSIDIARY

UNAUDITED ~~CONDENSED~~ CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS’ DEFICIT

	For the Six Months Ended
	Preferred Stock # of Shares			Preferred Stock Amount			Common Stock # of Shares		Common Stock Amount		Additional Paid in Capital			Accumulated Deficit			Total Stockholders Deficit
	December 31,
Balance, June 30, 2017		-		$	-		$	7,880,347		7,880	$	23,269,861		$	(27,530,721	)	$	(4,252,980	)
	2018			2017
Proceeds from issuance of common stock and warrants								64,000		64		79,936						80,000
Cash flows from operating activities:
Shares issued for services								175,000		175		34,825						35,000
Net loss	$	(908,437	)	$	(3,844,463	)
Shares issued for financing								200,000		200		29,800						30,000
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation												15,925						15,925
Accretion of debt discount		173,500			3,336
Net loss for the period															(431,483	)		(431,483	)
Change in derivative liabilities		70,334			-
Balance, September 30, 2017		-		$	-		$	8,319,347		8,319	$	23,430,347		$	(27,962,204	)	$	(4,523,538	)
Change in warrant liabilities		7,270			-
Proceeds from issuance of common stock and warrants								80,000		80		99,920						100,000
Default expense		54,162			-
Stock-based compensation												15,925						15,925
Loss from extinguishment of debt		-			3,102,134
Loss from extinguishment associated with debt discounts and finance costs												3,072,134						3,072,134
Stock based compensation		51,693			31,850
Net loss for the period															(3,412,980	)		(3,412,980	)
Amortization of stock based prepaid consulting compensation		10,085			159,084
Balance, December 31, 2017		-		$	-		$	8,399,347		8,399	$	26,618,326		$	(31,375,184	)	$	(4,748,459	)
Changes in operating assets and liabilities:
Proceeds from issuance of common stock and warrants								220,000		220		109,780						110,000
Prepaid expenses		10,215			37,268
Shares issued for services								100,000		100		14,900						15,000
Accounts payable		163,247			46,591
Shares issued for financing																		0
Related party payables		50,740			39,392
Stock-based compensation								320,000		320		83,009						83,329
Accrued payroll and taxes		125,215			62,863
Loss from extinguishment associated with debt discounts and finance costs																		0
Net cash used in operating activities		(191,976	)		(361,945	)
Net loss for the period															(654,602	)		(654,602	)
Cash flows from financing activities:
Balance, March 31, 2018		-		$	-		$	9,039,347		9,039	$	26,826,015		$	(32,029,786	)	$	(5,194,732	)
Proceeds from issuance of common stock		-			180,000
Balance June 30, 2018		-		$	-		$	9,039,347		9,039	$	26,856,647		$	(32,449,513	)	$	(5,583,827	)
Proceeds from short term notes to stockholders		20,000			175,000
Conversion of short term convertible notes payable (principal)								799,318		799		15,290						16,089
Proceeds from short term notes		50,000
Conversion of short term convertible notes payable (interest)								58,446		59		2,660						2,719
Proceeds from convertible notes		75,000			-
Conversion of financing fees related to conversion of short term convertible notes payable								212,236		212		3,271						3,483
Net cash flows provided by financing activities:		145,000			355,000
Stock-based compensation												29,199						29,199
Net change in cash and cash equivalents		(46,976	)		(6,945	)
Net loss for the period															(537,299	)		(537,299	)
Cash and cash equivalents- beginning of period		64,583			11,345
Balance, September 30, 2018		-		$	-		$	10,109,347		10,109	$	26,907,067		$	(32,986,812	)	$	(6,069,636	)
Cash and cash equivalents- end of period	$	17,607		$	4,400
Conversion of short term convertible notes payable (principal)								6,085,795		6,084		15,738						21,822
Supplemental disclosure of non-cash activities:
Conversion of short term convertible notes payable (interest)								1,749,212		1,749		4,756						6,505
Cash paid during the period for:
Conversion of financing fees related to conversion of short term convertible notes payable								3,896,442		3,897		6,598						10,495
Interest	$	-		$	-
Stock-based compensation												22,494						22,494
Income tax	$	-		$	-
Recognize cost associated with beneficial conversion feature												87,000						87,000
Net loss for the period															(371,138	)		(371,138	)
Balance, December 31, 2018		-		$	-		$	21,840,796		21,839	$	27,043,653		$	(33,357,950	)	$	(6,292,458	)
Conversion of short term convertible notes payable (principal)								38,483,531		38,487		7,389						45,876
Conversion of short term convertible notes payable (interest)								5,854,094		5,855		1,802						7,657
Conversion of financing fees related to conversion of short term convertible notes payable								13,894,675		13,892		880						14,772
Preferred issued to executive employees		51			1							14,999						14,999
Stock-based compensation												22,494						22,494
Reclass insufficient authorized shares to derivative liability												(87,384	)					(87,384	)
Net loss for the period															(390,209	)		(390,209	)
Balance, March 31, 2019		51		$	1		$	80,073,096		80,073	$	27,003,833		$	(33,748,159	)	$	(6,664,252	)

Supplemental disclosure on non-cash investing and financing activities:
Debt discount associated with convertible notes payable – beneficial conversion feature	$	87,000	$	-
Stock issued for prepaid services	$	-	$	35,000
Stock payable for prepaid services	$	7,500	$	-
Refinancing of accrued interest	$	302,001	$	-
Conversion of short-term convertible notes payable Fees	$	14,000	$	-
Conversion of short-term convertible notes payable	$	37,914	$	-
Conversion of short-term convertible notes payable interest	$	9,223	$	-

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 Nine Months Ended
	March 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(1,298,646	)	$	(4,499,065	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		219,316			28,754
Initial fair value of derivative liabilities included as interest expense		86,474			173,039
Change in derivative liabilities		37,579			(10,000	)
Change in warrant liabilities		6,346			614
Loss from extinguishment of debt		15,000			3,102,134
Stock-based compensation		89,187			115,179
Amortization of stock-based prepaid consulting compensation		9,375			186,447
Stock compensation for legal services		-			15,000
Changes in operating assets and liabilities:
Prepaid expenses		22,603			(21,326	)
Accounts payable and other accrued expenses		240,763			104,106
Related party payables		76,295			64,392
Accrued payroll and taxes		160,147			56,195
Net cash used in operating activities		(335,561	)		(684,531	)

Cash flows from financing activities:
Proceeds from issuance of common stock and warrants		-			290,000
Proceeds from short term convertible notes to stockholders		75,000			-
Proceeds from short term convertible notes payable		87,500			253,250
Proceeds from short term notes payable to stockholders		127,500			175,000
Repayment of convertible notes		-			(15,000	)
Net cash flows provided by financing activities:		290,000			703,250

Net change in cash and cash equivalents		(45,561	)		18,719
Cash and cash equivalents- beginning of period		64,583			11,345
Cash and cash equivalents- end of period	$	19,022		$	30,064

Supplemental disclosure of non-cash activities:
Cash paid during the period for:
Interest	$	-		$	-
Income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Debt discount associated with convertible notes to stockholders – beneficial conversion feature	$	87,000		$	-
Stock issued for prepaid services	$	-		$	35,000
Stock payable for prepaid services	$	7,500		$	-
Reclassification of accrued interest to notes payable	$	302,001		$	-
Conversion of short-term convertible notes payable	$	83,787		$	-
Conversion of short-term convertible notes payable interest	$	16,881		$	-
Conversion of short term convertible notes payable fees	$	28,750		$	-
Embedded derivative recorded as debt discount	$	18,526		$	156,961
Derivative warrant liability recorded as debt discount	$	56,474		$	96,289
Debt issuance cost recorded as debt discount	$	-		$	18,650
Initial fair value of derivative liabilities due to insufficient authorized shares	$	87,384		$	-

See accompanying notes to unaudited condensed consolidated financial statements

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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~~On ~~accompanying~~March ~~(a) condensed balance sheet at June 30~~29, ~~2018 has been derived from audited statements and (b) unaudited interim condensed financial statements as of December 31~~2019, ~~2018 and for~~ the ~~three-month~~Company ~~and~~filed ~~six~~a ~~month~~Certificate ~~periods~~of ~~ended~~Designation ~~December 31, 2018 and 2017 have been prepared in accordance~~ with ~~accounting principles generally accepted in~~ the ~~United~~Secretary ~~States~~of ~~for~~State ~~interim~~of ~~financial information on~~ the ~~same~~State ~~basis as the annual financial statements and in the opinion~~ of ~~management~~Nevada, ~~reflect all adjustments~~which, ~~which~~among ~~include~~other ~~only normal recurring adjustments~~things, ~~necessary~~established ~~to present fairly~~ the ~~Company’s~~designation, ~~financial~~powers, ~~position~~rights, ~~results~~privileges, ofpreferences ~~operations~~ and ~~cash~~restrictions ~~flows for the periods shown. The results~~ of ~~operations for such periods are not necessarily indicative of~~ the ~~results~~Series ~~expected~~A ~~for~~Preferred aStock, ~~full year or for any future period~~$0.001 ~~They~~par dovalue ~~not~~per ~~include all of the information and footnotes required by generally accepted accounting principles for complete financial statements~~share. 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.

Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036) shares of common stock.

Fifty-one (51) shares of Series A Preferred Stock were authorized and 26 shares of Series A Preferred Stock were issued to Eric Clemons, the Chief Executive Officer of the Company, and 25 shares of Series A Preferred Stock were issued to Wes Tate, the Chief Financial Officer of the Company. The Company evaluated the Series A Preferred Stock and concluded the fair value of the 51 Preferred A Stock was $15,000. The Company recognized selling, general and administrative expense of approximately $15,000 for the three and nine-month periods ended March 31, 2019.

The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series A Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company hereafter created, (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

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The Majority Stockholders, on April 4, 2019, authorized the increase of the Company’s shares of authorized Common Stock from 249,000,000 to 1,250,000,000. This action was performed in part due to the Company’s insufficient authorized shares. On March 15, 2019 the Company performed an analysis on the excess shares using the Black-Scholes with the following inputs: exercise price $1.10; fair market value $0.0063; expected term eight months; Volatility 325.00%; and interest rate 2.52%. The excess shares were recorded as a derivative liability on the consolidated Balance Sheet at their fair value of approximately $87,000 on March 15, 2019. At each subsequent reporting date, the fair value of the excess shares derivative liability will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. At March 31, 2019, the excess shares derivative liability was re-measured at fair value that was determined to be approximately $45,000. During the nine months ended March 31, 2019, the Company recorded an approximate excess shares derivative liability re-valuation gain of approximately $42,000.

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 March 31, 2019 and for the three-month and nine month periods ended March 31, 2019 and 2018 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~~800,000 and $32,450,000 at ~~December~~March 31, ~~2018~~2019 and June 30, 2018, respectively, and had a net loss of approximately $~~908~~1,300,000 and $34,~~844~~500,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and net cash used in operating activities of approximately $~~192~~336,000 and $~~362~~685,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, with no revenue earned since inception, limited cash of approximately $1819,000 and $65,000 at ~~December~~March 31, ~~2018~~2019 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.

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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.

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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~~900 and $68,~~000~~600 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, 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~~205,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and are included in research and development costs in the accompanying condensed consolidated statements of operations (See Note 4).

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Debt

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

Debt with ~~warrants~~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~~Debt – ~~derivative~~Derivative ~~treatment~~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.

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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~~Debt – ~~beneficial~~Beneficial ~~conversion~~Conversion ~~feature~~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.

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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~~March 31, ~~2018~~2019, 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.

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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. The warrant and derivative liabilities are recognized at fair value on a recurring basis at ~~December~~March 31, ~~2018~~2019 and are Level 3 measurements. There have been no transfers between levels.

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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.

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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.

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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 common 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.

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Consulting Agreements

Between December 2016 and ~~December~~March ~~2018~~2019, 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~~March 31, ~~2018~~2019, 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~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $59,~~000~~400 and $~~102~~123,000, respectively, and for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018 approximately $34,~~000~~400 and $3020,~~0000~~000, respectively. The unamortized prepaid expenses of these contracts are approximately $72,~~000~~500 and included in prepaid expenses on the consolidated balance sheets at ~~December~~March 31, ~~2018~~2019.

In January 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of thirty-six 11months. 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 ~~Table~~options to acquire up to 300,000 shares of ~~Contents~~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 nine-month periods ended March 31, 2019 and 2018, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $21,000, respectively, and for the three-month periods ended March 31, 2019 and 2018, approximately $7,000, respectively. The prepaid expense of this contract has been fully amortized as of March 31, 2019.

In ~~January~~October 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period of ~~thirty-six~~twelve months. Compensation for these business consulting services was 75300,000 shares ~~(included in the preceding paragraph)~~ of the Company’s ~~restricted~~ common stock and fully vested and non-forfeitable ~~options~~warrants to acquire up to 300,000 shares of ~~the~~our ~~Company’s~~ common stock, at an exercise price of $0.3340 per share. Fair Market Value of these ~~options~~warrants totaled approximately $83171,~~500~~000 and is ~~being~~to be recognized ratably over the service period in selling, general and administrative expense. The ~~options~~warrants were valued using the Black-Scholes value option pricing model with the following inputs: volatility of ~~210~~205%; risk-free interest rate of 10.0763%; expected term of 31 ~~years~~year(s); and 0% dividend yield. For the ~~six~~three-month and nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company amortized from prepaid expenses to selling, general and administrative expenses approximately $~~14,000,~~0 ~~respectively,~~ and ~~for the three-month periods ended December 31, 2018 and 2016, approximately~~ $743,000, respectively. The ~~unamortized~~ prepaid expense of this contract ishas ~~approximately~~been ~~$7,000~~fully ~~and~~amortized ~~included~~as inof ~~prepaid~~March ~~expenses on the consolidated balance sheets at December~~ 31, ~~2018~~2019.

InAs ~~October 2016, the Company entered into a consulting agreement with an individual to provide business consulting services for a period~~ of ~~twelve~~March ~~months. Compensation for these business consulting services was 300~~31,~~000~~ ~~shares of the Company’s common stock and fully vested and non-forfeitable warrants to acquire up to 300~~2019,~~000~~ ~~shares~~future ofmaturities ~~our common stock, at an exercise price~~ of ~~$0.40~~prepaid ~~per~~expenses ~~share.~~on 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%;~~shares ~~risk-free interest rate of 0.63%; expected term of 1 year(s);~~ and 0%options ~~dividend~~issued ~~yield.~~for ~~For~~consulting ~~the~~are 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.~~follows:

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

Fiscal year ended June 30,

2019	$	2,500

Fiscal year ended June 30,
2019		$	13,815

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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 $6,300 and $4,000 for the nine-month 12periods ended March 31, 2019 and 2018, respectively, and approximately $2,500 and $2,400 for the three-month ~~Table~~periods ofended ~~Contents~~March 31, 2019 and 2018, respectively.

~~Legal~~The ~~fees~~Company ~~pertaining~~recognized toa ~~the~~ patent ~~are~~royalty ~~recorded~~expense asof ~~general~~approximately ~~and~~$75,000 ~~administrative~~for ~~expenses~~the ~~when~~nine-month ~~they~~period ~~are~~ended ~~incurred.~~March ~~Legal~~31, ~~fees~~2019 ~~charged~~compared to ~~operations were approximately~~ $475,000 ~~and $1,600~~ for the ~~six~~nine-month ~~periods~~period ended ~~December~~March 31, 2018 and ~~2017,~~approximately ~~respectively~~$25,000 ~~and~~for ~~approximately~~the ~~$700~~three-month ~~and~~period ended March 31, 2019 compared to $125,~~100~~000 for the three-month ~~periods~~period ended ~~December~~March 31, 2018. ~~and~~The ~~2017~~accrued payable of $425,000 ~~respectively~~pertaining to the patent royalty expense at March 31, 2019 is included in related party payables.

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.

NOTE 6 – NOTES PAYABLE

Short Term Notes Payable to Stockholders

	Short Term Notes Payable to Stockholders
	December 31, 2018		June 30, 2018
	March 31, 2019		June 30, 2018
Short term notes payable (A)	$	114,000	$	114,000
Short term notes payable (B)		250,000		250,000
Short term notes payable (C)		100,000		100,000
Short term notes payable (D)		20,000		-
Short term notes payable (E)		55,000		-
Net total	$	539,000	$	464,000
Short term notes payable (F)		25,000		-
Short term notes payable (G)		27,500		-
Net total	$	591,500	$	464,000

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Short Term Notes Payable to Stockholders

(A)

In 2012, the Company issued a short term note payable to a non-affiliate stockholder. This 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, 2018, the outstanding balance of this note 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 short term notes payable to a non-affiliate stockholder. These 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 common 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 was 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. In connection with the issuance of the 200,000 shares of common stock, the Company recorded the approximate $30,000 value of the shares issued as loss on extinguishment of debt. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note.

(A)

(B) In 2017, the Company issued short term notes payable to a non-affiliate 13stockholder. These 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 common 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 common 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 was 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. In connection with the issuance of the 200,000 shares of common stock, the Company recorded the approximate $30,000 value of the shares issued as loss on extinguishment of debt. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note. (C) In June 2018, the Company issued a short term note payable to a non-affiliate ~~Table~~stockholder. The note matured on August 14, 2018 and accrues no interest. On August 14, 2018, the Company issued an addendum to the short term note payable. The addendum extended the maturity date of ~~Contents~~the note to December 31, 2018. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note. (D) In November 2018, the Company received $20,000 from a non-affiliate stockholder. The terms of this loan have not yet been negotiated. (E) On December 10, 2018 the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold $55,000.00 in the principal amount of a Convertible Promissory for a purchase price of $50,000. On December 18, 2018, the Company received $50,000.00 in net proceeds from the sale of this note. This note and the shares of common stock of the Company issuable upon conversion of this note are collectively referred to herein as the “Securities.” This note will mature on March 10, 2019, less any amounts redeemed prior to the Maturity Date. This note bears interest at a rate of 10% per annum, subject to increase to the lesser of 18% per annum or the maximum rate permitted under applicable law upon the occurrence of an Event of Default. This note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser into shares of common stock of the Company at a conversion price equal to $0.01. Upon an Event of Default, this note is convertible at 60% of the lowest traded price of the Company’s common stock during the twenty (20) trading days immediately prior to the Conversion Date, which is subject to adjustment for stock dividends, stock splits, combinations or similar events. The Company may prepay in cash any portion of the principal amount of this note and any accrued and unpaid interest in an amount equal to a range between 125% to 135% of the sum of the then outstanding principal amount of this note and interest. On April 14, 2019, the Company received notice from the accredited investor that pursuant to the terms of the Note, the Maturity Date of the Note was extended to June 10, 2019. (F) In January 2019, the Company received $25,000 from a non-affiliate stockholder. The terms of this loan have not yet been negotiated.

~~(C) In June 2018, the Company issued a short term note payable to a non~~-~~affiliate~~ ~~stockholder.~~15 The note matured on August 14, 2018 and accrues no interest. On August 14, 2018, the Company issued an addendum to the short term note payable. The addendum extended the maturity date of the note to December 31, 2018. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note. (D) In November 2018, the Company received $20,000 from a non-~~affiliate~~ ~~stockholder.~~Table ~~The terms~~ of this loan have not yet been negotiated. (E) On December 10, 2018 the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold $55,000.00 in the principal amount of a Convertible Promissory for a purchase price of $50,000. On December 18, 2018, the Company received $50,000.00 in net proceeds from the sale of this note. This note and the shares of common stock of the Company issuable upon conversion of this note are collectively referred to herein as the “Securities.” This note will mature on March 10, 2019, less any amounts redeemed prior to the Maturity Date. This note bears interest at a rate of 10% per annum, subject to increase to the lesser of 18% per annum or the maximum rate permitted under applicable law upon the occurrence of an Event of Default. This note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser into shares of common stock of the Company at a conversion price equal to $0.01. Upon an Event of Default, this note is convertible at 60% of the lowest traded price of the Company’s common stock during the twenty (20) trading days immediately prior to the Conversion Date, which is subject to adjustment for stock dividends, stock splits, combinations or similar events. The Company may prepay in cash any portion of the principal amount of this note and any accrued and unpaid interest in an amount equal to a range between 125% to 135% of the sum of the then outstanding principal amount of this note and interest.Contents

(G)

On February 8, 2019 the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold $27,500.00 in the principal amount of a Convertible Promissory for a purchase price of $25,000. On March 8, 2018, the Company received $25,000.00 in net proceeds from the sale of this note. This note and the shares of common stock of the Company issuable upon conversion of this note are collectively referred to herein as the “Securities.” This note will mature on May 8, 2019, less any amounts redeemed prior to the Maturity Date. This note bears interest at a rate of 10% per annum, subject to increase to the lesser of 18% per annum or the maximum rate permitted under applicable law upon the occurrence of an Event of Default. This note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser into shares of common stock of the Company at a conversion price equal to $0.01. Upon an Event of Default, this note is convertible at 60% of the lowest traded price of the Company’s common stock during the twenty (20) trading days immediately prior to the Conversion Date, which is subject to adjustment for stock dividends, stock splits, combinations or similar events. The Company may prepay in cash any portion of the principal amount of this note and any accrued and unpaid interest in an amount equal to a range between 125% to 135% of the sum of the then outstanding principal amount of this note and interest. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note.

Short Term Convertible Notes Payable

	Short Term Convertible Notes Payable
	December 31, 2018			June 30, 2018
	March 31, 2019			June 30, 2018
Crown Bridge Partners	$	5161,~~844~~832		$	65,000
Auctus Fund		162,485			110,000
Auctus Fund #1		119,867			110,000
EMA Financial		86,919			110,000
Auctus Fund #2		55,000			-
Subtotal		301,248			285,000
EMA Financial		67,014			110,000
Debt discount		(19,625	)		(177,094	)
Subtotal		303,713			285,000
Net total	$	281,623		$	107,906
Debt discount		(82,789	)		(177,094	)
Net total	$	220,924		$	107,906

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. The Company entered into Amendment #1 to the Convertible Promissory Note Issued on February 14, 2018 with Crown, whereby the maturity date of the February 2018 Crown Note was extended to September 2, 2019.

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On March, 1, 2019, pursuant to the Securities Purchase Agreement dated March 2, 2018 by and between the Company and Crown, as previously disclosed in the Current Report on Form 8-K filed with the SEC on March 13, 2018, Crown (i) purchased a second tranche in the principal amount of $32,500.00 under the Crown Note and (ii) was issued a common stock purchase warrant to purchase 650,000 shares of the Company’s Common Stock.

The maturity date of the Crown Note is twelve (12) months from the Crown Issuance Date. The Crown Note bears interest at 10% interest per annum. If the Company prepays the Crown Note from the Crown Issuance Date through the 180th day following the Crown Issuance Date, the Company must pay all of the principal and interest with a prepayment penalty ranging from 125% to 150%. After the 180th day following the Crown Issuance Date the Company shall have no further right of prepayment.

Crown may, at any time following the Crown Issuance Date, convert all or any part of the outstanding principal of the Crown Note into shares of Common Stock of the Company at a price per share equal to 55% of the lowest trading price of the Common Stock (as defined in the Crown Note) during the 25 trading day period ending on the last complete trading day prior to the date of conversion. Crown may not convert the Crown Note to the extent that such conversion would result in beneficial ownership by Crown and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

The Crown Warrant may be exercised at any time on or after the Crown Issuance Date and on or prior to the close of business on the five (5) year anniversary of the Crown Issuance Date. The exercise price per share of Common Stock under the Crown Warrant shall be $0.05 per share, subject to adjustment.

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. Subject to the anti-dilution provision, the Company adjusted Crown’s warrant to purchase 975,000 shares of our common stock at an exercise price of $0.05 per share as a result of the warrant issued to Crown on March 1, 2019.

OnDuring ~~September~~the 7,nine ~~2018,~~months ~~Crown~~ended ~~Bridge~~March ~~Partners~~31, ~~LLC~~2019, Crown elected to convert approximately $546,~~049~~000, consisting of approximately $436,~~549~~000 of principal and approximately $~~500~~10,000 of fees, into 90approximately 32,520,000 shares of the Company’s ~~Common~~common ~~Stock at an exercise price of $0~~stock.~~0561 pursuant to the convertible note dated February 14, 2018.~~

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OnAuctus ~~September~~Fund 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.#1

On ~~October~~March 108, 2018, ~~Crown~~the ~~Bridge~~Company ~~Partners~~closed a Securities Purchase Agreement (the “Auctus SPA”) and corresponding Convertible Promissory Note (the “Auctus Note”) with Auctus Fund, LLC ~~elected~~(“Auctus”), todated ~~convert~~February $215,~~896~~ 2018. Under the Auctus SPA and the Auctus Note, ~~consisting~~Auctus ofagreed to loan the Company One Hundred Ten Thousand Dollars ($2110,~~396~~000). ofThe ~~principal~~Auctus Note bears interest at Ten Percent (10%) per annum and ~~$500~~matured on November 15, 2018. Under the terms of ~~fees~~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 ~~548~~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,~~000~~ Auctus may not convert the amounts due under the Auctus Note into shares of the Company’s ~~Common~~common ~~Stock~~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 an135% ~~exercise~~multiplied ~~price~~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 $0such prepayment.~~005285~~ ~~pursuant~~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. On March 26, 2019, the Company entered into Amendment #1 to the ~~convertible~~Convertible ~~note~~Promissory ~~dated~~Note Issued on February 1415, 2018 with Auctus, whereby the maturity date of the February 2018 Auctus Note was extended to September 26, 2019.

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.

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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. Subject to the anti-dilution provision, the Company adjusted Auctus’ warrant to purchase 1,100,000 shares of our common stock at an exercise price of $0.05 per share as a result of the warrant issued to Crown on March 1, 2019.

OnDuring ~~September~~the ~~12,~~nine ~~2018,~~months ~~Auctus~~ended ~~Fund~~March 31, ~~LLC~~2019, Auctus elected to convert approximately $328,~~025~~000, consisting of approximately $25,~~525~~100 of ~~accrued~~principal, ~~and~~approximately ~~unpaid~~$16,900 of interest, and approximately $~~500~~6,000 of fees, into 50approximately 13,480,000 shares of the Company’s ~~Common~~common ~~Stock at an exercise price of $0~~stock.~~06050 pursuant to the convertible note dated February 15, 2018.~~

On- ~~September~~18 ~~25,~~- ~~2018,~~Table ~~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.~~Contents

~~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~~March 1015, ~~2018~~2019, ~~Auctus~~Cerebain ~~Fund~~Biotech Corp., ~~LLC~~a ~~elected~~Nevada tocorporation ~~convert~~(the $2“Company”),~~884,~~ ~~consisting~~entered ofinto ~~$1,960~~a ofSecurities ~~accrued~~Purchase ~~and~~Agreement ~~unpaid~~with ~~interest~~Auctus, ~~$424~~whereby ofAuctus ~~principal~~purchased ~~and~~from ~~$500~~the ofCompany ~~fees,~~(i) ~~into~~a ~~477,500~~Convertible ~~shares~~Promissory Note of the Company’s, ~~Common~~in ~~Stock~~the atoriginal anprincipal ~~exercise~~amount ~~price~~ of $0110,000.~~00440~~00 ~~pursuant~~(“Auctus toNote 2”), purchased in accordance with the ~~convertible~~Tranche ~~note~~Payments ~~dated~~(as ~~February~~defined 15below); and (ii) a common stock purchase warrant for the purchase of 1,100,000 ~~2018~~shares of the Company’s common stock, par value $0.001 per share.

OnThe ~~October~~Auctus ~~29,~~Note ~~2018,~~2 ~~Auctus~~was ~~Fund~~issued on March 15, ~~LLC~~2019 ~~elected~~and the purchase price is to ~~convert~~be $1paid to the Company in,~~760,~~ ~~consisting~~whereby ofthe first tranche purchase price is $~~570~~55,000.00. The maturity date for each tranche funded is nine months from the effective date of ~~accrued~~the ~~and~~purchase. ~~unpaid~~Auctus Note 2 bears interest, ~~$690~~at of12% ~~principal~~per ~~and~~annum. ~~$500~~In ofthe ~~fees,~~event ~~into~~the ~~400~~Company prepays Auctus Note 1 from the Auctus Note 2 Issuance Date through the 180th day following the Auctus Note Issuance Date,~~000~~ ~~shares~~the Company must pay all of the ~~Company’s~~principal ~~Common~~and ~~Stock~~interest atwith ana ~~exercise~~prepayment ~~price~~penalty ofranging ~~$0.00440~~from ~~pursuant~~135% to 150%. After the ~~convertible~~180th ~~note~~day ~~dated~~following ~~February~~the ~~15,~~Auctus ~~2018~~Note 2 Issuance Date the Company has no further right of prepayment.

OnAuctus ~~November 30~~may, ~~2018,~~at ~~Auctus~~any ~~Fund,~~time ~~LLC~~following ~~elected~~the toAuctus ~~convert~~Note $2 Issuance Date,~~648,~~ ~~consisting~~convert all or any part of ~~$1,586~~the outstanding principal of ~~accrued~~the ~~and~~Auctus ~~unpaid~~Note ~~interest,~~2 ~~$562~~into shares of ~~principal~~Common ~~and~~Stock ~~$500~~ of ~~fees,~~the ~~into~~Company ~~859,799~~at ~~shares~~a price per share equal to 55% of the ~~Company’s~~lowest trading price of the Common Stock atduring anthe ~~exercise~~25 ~~price~~trading day period ending on the last complete trading day prior to the date of $0conversion.~~00308~~ ~~pursuant~~Auctus may not convert Auctus Note 2 to the ~~convertible~~extent ~~note~~that ~~dated~~such ~~February~~conversion ~~15,~~would ~~2018~~result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

OnAuctus ~~December~~Note ~~18,~~2 ~~2018,~~contains ~~Auctus~~certain ~~Fund~~representations, ~~LLC~~warranties, ~~elected~~covenants toand ~~convert~~events ~~$1,057, consisting~~ of ~~$557~~default ofincluding ~~accrued~~if ~~and~~the ~~unpaid~~Common ~~interest~~Stock ~~and~~is ~~$500~~suspended ofor ~~fees,~~delisted ~~into~~for ~~943~~trading,~~900~~ ~~shares~~or ofif the Company’s ~~Common~~is ~~Stock~~delinquent atin anits ~~exercise~~periodic ~~price~~report offilings ~~$0.00112~~with ~~pursuant~~the toSecurities and Exchange Commission. In the ~~convertible~~event ~~note~~of ~~dated~~a ~~February~~default, 15at the option of Auctus, ~~2018~~it may consider Auctus Note 2 immediately due and payable.

-The 17Auctus -Warrant ~~Table~~was issued on March 15, 2019. The Auctus Warrant may be exercised at any time on or after the Auctus Warrant Issuance Date and on or prior to the close of ~~Contents~~business on the five (5) year anniversary of the Auctus Warrant Issuance Date. The exercise price per share of Common Stock under the Auctus Warrant shall be $0.05 per share, subject to adjustment.

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.

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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. Subject to the anti-dilution provision, the Company adjusted EMA’s warrant to purchase 1,100,000 shares of our common stock at an exercise price of $0.05 per share as a result of the warrant issued to Crown on March 1, 2019.

-During 18the -nine ~~Table~~months ended March 31, 2019, EMA elected to convert approximately $55,700, consisting of ~~Contents~~approximately $43,000 of principal and approximately $12,700 of fees, into approximately 25,000,000 shares of the Company’s common stock.

On- ~~September~~20 ~~11,~~- ~~2018,~~Table ~~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.~~Contents

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.

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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 approximately $~~330~~435,000 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~~March 31, 2018, the embedded derivatives were re-measured at fair value that was determined to be approximately $~~355~~470,000. During the ~~six~~nine months ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recorded an approximate ~~gain on~~ embedded derivative re-valuation loss of $7080,000 and a gain of $010,000, 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:

	December 31,			June 30,
Crown Bridge Partners (Original Note)	March 31, 2019			June 30, 2018
Crown Bridge Partners	2018			2018
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		~~245~~300.0	%		260.0	%
Risk-free interest rate		2.4544	%		2.22	%
Stock price	$	0.~~0043~~0037		$	0.14
Conversion price	$	0.~~0019~~0014		$	0.07

	December 31,			June 30,
Crown Bridge Partners (Tranche #2)	March 31, 2019
Auctus Fund	2018			2018
Expected dividend yield		0.00	%
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		345.0	%
Expected stock-price volatility		345.0	%		100.0	%
Risk-free interest rate		2.44	%
Risk-free interest rate		2.56	%		2.02	%
Stock price	$	0.0037
Stock price	$	0.0043		$	0.14
Conversion price	$	0.0012
Conversion price	$	0.0013		$	0.07

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Auctus Fund #1	March 31, 2019			June 30, 2018

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		295.0	%		100.0	%
Risk-free interest rate		2.44	%		2.02	%
Stock price	$	0.0037		$	0.14
Conversion price	$	0.0012		$	0.07

	December 31,			June 30,
EMA Financial	2018			2018
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		240.0	%		210.0	%
Risk-free interest rate		2.45	%		2.22	%
Stock price	$	0.0043		$	0.14
Conversion price	$	0.0017		$	0.07

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Auctus Fund #2	March 31, 2019			March 15, 2019

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		330.0	%		325.0	%
Risk-free interest rate		2.44	%		2.52	%
Stock price	$	0.0037		$	0.0063
Exercise price	$	0.0013		$	0.0022

EMA Financial	March 31, 2019			June 30, 2018

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		350.0	%		210.0	%
Risk-free interest rate		2.40	%		2.22	%
Stock price	$	0.0037		$	0.14
Exercise price	$	0.0011		$	0.07

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 approximately $96153,~~289~~000 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~~March 31, ~~2018~~2019, the warrant liability was re-measured at fair value that was determined to be approximately $92148,000. During the ~~six~~nine months ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recorded a loss on warrant re-valuation of approximately $26,~~500~~000 and $0600, 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:

Crown Bridge Partners	December 31, 2018			June 30, 2018
Crown Bridge Partners (Original Note)	March 31, 2019			June 30, 2018
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		~~255~~265.0	%		215.0	%
Risk-free interest rate		2.4922	%		2.74	%
Stock price	$	0.~~0043~~0037		$	0.14
Exercise price	$	0.2005		$	0.20

Auctus Fund	December 31, 2018			June 30, 2018
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		255.0	%		215.0	%
Risk-free interest rate		2.49	%		2.74	%
Stock price	$	0.0043		$	0.14
Exercise price	$	0.20		$	0.20

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Crown Bridge Partners (Tranche #2)	March 31, 2019

Expected dividend yield		0.00	%
Expected stock-price volatility		260.0	%
Risk-free interest rate		2.22	%
Stock price	$	0.0037
Exercise price	$	0.05

EMA Financial	December 31, 2018			June 30, 2018
Auctus Fund #1	March 31, 2019			June 30, 2018
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		~~255~~265.0	%		215.0	%
Risk-free interest rate		2.4922	%		2.7374	%
Stock price	$	0.~~0043~~0037		$	0.14
Exercise price	$	0.2005		$	0.20

Auctus Fund #2	March 31, 2019			March 15, 2019

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		255.0	%		255.0	%
Risk-free interest rate		2.23	%		2.40	%
Stock price	$	0.0037		$	0.0063
Exercise price	$	0.05		$	0.05

EMA Financial	March 31, 2019			June 30, 2018

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		265.0	%		215.0	%
Risk-free interest rate		2.22	%		2.73	%
Stock price	$	0.0037		$	0.14
Exercise price	$	0.05		$	0.20

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~~amortized to interest expense over the term of the note.

The Company recorded debt discount ~~accretion~~amortization of approximately $~~157~~219,000 and $024,000 to interest expense for the ~~six~~nine months ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively and approximately $7164,000 and $024,000 to interest expense for the three months ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The accretion of debt discount expense tohas bebeen ~~recognized~~fully inamortized ~~future~~as ~~years~~of isMarch ~~approximately $20~~31,~~000~~ 2019.

The Company issued the new note (Auctus #2) 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 $7,750, approximately $36,000 to the warrants granted, and approximately $65,000 to the embedded derivative, resulting in a debt discount to such notes of approximately $55,000 with the remaining amount of approximately $53,400 expensed at inception of the note. The debt discount is accreted to interest expense over the term of the note.

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In connection with the new note (Auctus #2) the Company recorded debt discount accretion of approximately $2,500 and $0 to interest expense for the nine months and three months ended March 31, 2019 and 2018, respectively. The accretion of debt discount expense to be recognized in future years is approximately $52,000.

The Company issued the 2^nd tranche to Crown Bridge Partners 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 $4,750, approximately $21,000 to the warrants granted, and approximately $40,000 to the embedded derivative, resulting in a debt discount to such notes of approximately $32,500 with the remaining amount of approximately $33,000 expensed at inception of the note. The debt discount is accreted to interest expense over the term of the note.

In connection with the 2^nd tranche to Crown Bridge Partners the Company recorded debt discount accretion of approximately $2,000 and $0 to interest expense for the nine months and three months ended March 31, 2019 and 2018, respectively. The accretion of debt discount expense to be recognized in future years is approximately $30,000.

Changes in the derivative and warrant liabilities were as follows:

Derivative liabilities:
June 30, 2018	$	285,000
Increase (decrease) in fair value (net of extinguishments)		70,334
March 1 - 15, 2019		105,000
December 31, 2018	$	355,334
Increase (decrease) in fair value (net of extinguishments)		80,000
March 31, 2019	$	470,000
Warrant liabilities:
June 30, 2018	$	85,058
Increase (decrease) in fair value		7,270
March 1 - 15, 2019		56,474
December 31, 2018	$	92,328
Increase (decrease) in fair value		6,346
March 31, 2019	$	147,878

Convertible Notes to Stockholders

	Convertible Notes Payable
	December 31, 2018			June 30, 2018
	March 31, 2019			June 30, 2018
Convertible notes payable (A)	$	116,000		$	116,000
Convertible note payable (B)		260,000			260,000
Convertible notes payable (C)		2,937,113			2,560,112
Subtotal		3,313,113			2,936,112
Debt discount		(8142,~~350~~370	)		(5,381	)
Net total	$	3,~~231~~270,~~763~~743		$	2,930,731

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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~~March 3031, ~~2018~~2019, the Company is in default approximately $77100,~~500~~000 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~~amortization of debt discount expense of approximately $23,~~300~~100 and $35,~~300~~000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively and approximately $800 and $1,700 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The accretion of debt discount expense to be recognized in future years is approximately $32,~~000~~200.

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.

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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.

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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 $847,~~700~~000 and $0 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively and approximately $838,~~700~~000 and $0 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The accretion of debt discount expense to be recognized in future years is approximately $7840,~~300~~000.

The Company recognized interest expense on all notes payable to stockholders of approximately $~~103~~248,~~600~~000 and $82299,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively and approximately $53144,~~500~~000 and $41217,000 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. Accrued interest on all notes payable to stockholders at ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018 totaled approximately $~~222~~272,500 and $~~340~~382,000, respectively, and is included in accounts payable.

As of ~~December~~ March 31, ~~2018~~2019, future maturities of all note payables are as follows:

2019		1,~~200~~255,~~248~~213
2020		2,953,113
Total outstanding notes		4,~~153~~208,~~361~~326
Debt Discount		(~~100~~125,~~975~~159	)
Net Notes Payable	$	4,~~052~~083,~~386~~167

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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 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 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.

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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.

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NOTE 7 – STOCK TRANSACTIONS

During the nine months ended March 31, 2019, Crown elected to convert approximately $46,000, consisting of approximately $36,000 of principal and approximately $10,000 of fees, into approximately 32,520,000 shares of the Company’s common stock.

During the nine months ended March 31, 2019, Auctus elected to convert approximately $28,000, consisting of approximately $5,100 of principal, approximately $16,900 of interest, and approximately $6,000 of fees, into approximately 13,480,000 shares of the Company’s common stock.

During the nine months ended March 31, 2019, EMA elected to convert approximately $55,700, consisting of approximately $43,000 of principal and approximately $12,700 of fees, into approximately 25,000,000 shares of the Company’s common stock.

NOTE 8 – OPTIONS AND WARRANTS

Options

For the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019, 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 and an intrinsic value of $0. For the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recognized an expense of approximately $2274,000 and $3248,000, respectively, and for the three-month period ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recognized an expense of approximately $822,~~000~~500 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~~nine-month period ended ~~December~~March 31, ~~2018~~2019, the Company had approximately 37,~~200~~400,000 warrants outstanding at an average exercise price of $0.7837. For the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recognized an ~~accretion~~amortization of debt discount related to warrants expense of approximately $12,~~800~~400 and $23,~~600~~900, respectively, and for the three-month period ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, the Company recognized an ~~accretion~~amortization 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 $32,~~000~~200.

NOTE 9 – ~~Related~~RELATED ~~Party~~PARTY ~~Transactions~~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:

· Extension of employment until December 31, 2017. The Company has entered into a new employment agreement with Mr. Clemons. · 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 ~~December~~March 31, ~~2018~~2019, 100,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $4,500 and $1116,~~000~~500 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and approximately $0 and $4,500 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The selling, general and administrative expense has been fully amortized.

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.

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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~~March 31, ~~2018~~2019, 63,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $812,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and approximately $4,000 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $2319,~~000~~500.

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:

· Term of contract thirty-six months. · Annual salary of Two Hundred Fourteen Thousand Five Hundred Dollars ($214,500). · Stock grant of 800,000 of the Company’s common restricted shares for services provided to the Company. Stock grant is subject to a vesting schedule, of which 160,000 shares of stock were issued on February 1, 2018. The aggregate fair market value of these shares was approximately $144,000 as the fair market value of the stock was $0.18 per share. The Company used recent sales of stock to determine the fair market value of this transaction. As of ~~December~~March 31, ~~2018~~2019, 160,000 shares have been issued. The Company recognized selling, general and administrative expense of approximately $1422,~~700~~000 and $034,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and selling, general and administrative expense of approximately $7,300 and $034,000 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $8881,000.

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 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:

· Extension of employment until June 15, 2017. The Company has entered into a new employment agreement with Mr. Tate. · 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~~March 3031, ~~2018~~2019, 50,000 options to purchase the Company’s common stock have vested. ~~As of December 31, 2018, 100,000 options to purchase the Company’s common stock have vested.~~ The Company recognized selling, general and administrative expense of approximately $2,200 and $58,~~400~~000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and approximately $0 and $~~2,700~~2700 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The selling, general and administrative expense has been fully amortized.

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 March 31, 2019, 63,000 options to purchase the Company’s common stock have vested. The Company recognized selling, general and administrative expense of approximately $12,000 for the nine-month periods ended March 31, 2019 and 2018, respectively, and approximately $4,000 for the three-month periods ended March 31, 2019 and 2018, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $19,500.

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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:

· Term of contract thirty-six months. · Annual salary of One Hundred Eighty-Seven Thousand Two Hundred Dollars ($187,200). · Stock grant of 800,000 of the Company’s common restricted shares for services provided to the Company. Stock grant is subject to a vesting schedule of which 160,000 shares of stock were issued on February 1, 2018. The aggregate fair market value of these shares was approximately $144,000 as the fair market value of the stock was $0.18 per share. The Company used recent sales of stock to determine the fair market value of this transaction. As of March 31, 2019, 160,000 shares have been issued. The Company recognized selling, general and administrative expense of approximately $1422,~~700~~000 and $034,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and selling, general and administrative expense of approximately $7,300 and $034,000 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively. The compensation expected to be recognized in selling, general and administrative expense in future years is approximately $8881,000.

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.

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 47.04 million and 24.60 million for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, 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.

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

	For the Six Months ended December 31,
	For the Nine Months ended March 31,						For the Three Months ended March 31,
	2018			2017
	2019			2018			2019			2018
Net loss attributable to the common stockholders	$	(~~908~~1,~~437~~298,646	)	$	(34,~~844~~499,~~463~~065	)	$	(390,209	)	$	(654,602	)
Basic weighted average outstanding shares of common stock		1234,~~556~~161,~~622~~037			8,~~174~~365,~~265~~059			51,280,025			8,755,125
Dilutive effect of options and warrants		-			-			-			-
Diluted weighted average common stock and common stock equivalents		1234,~~556~~161,~~622~~037			8,~~174~~365,~~265~~059			51,280,025			8,755,125
Earnings (loss) per share:
Basic and diluted	$	(0.0704	)	$	(0.4754	)	$	(0.03	)	$	(0.07	)

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NOTE 11 – SUBSEQUENT EVENTS

On ~~January~~April 12, 2019, Crown ~~Bridge Partners, LLC~~ elected to convert $~~838~~4,863, consisting of $~~338~~4,363 of principal and $500 of fees, into 13,~~088~~970,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~001225 pursuant to the ~~convertible~~Crown ~~note dated February 14, 2018~~Note.

On ~~January~~April 1623, 2019, Crown ~~Bridge Partners, LLC~~ elected to convert $15,~~009~~775, consisting of $~~509~~5,275 of principal and $500 of fees, into 15,~~310~~000,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~001155 pursuant to the ~~convertible~~Crown ~~note dated February 14, 2018~~Note.

On ~~January~~April 2330, 2019, Crown ~~Bridge Partners, LLC~~ elected to convert $15,~~112~~058, consisting of $~~612~~4,558 of principal and $500 of fees, into 15,~~310~~780,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~00875 pursuant to the ~~convertible~~Crown ~~note dated February 14, 2018~~Note.

On ~~January~~April 282, 2019, Crown ~~Bridge Partners, LLC~~ elected to convert $13,~~217~~927, consisting of $~~717~~3,427 of principal and $500 of fees, into 16,~~580~~600,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~000595 pursuant to the ~~convertible~~Crown ~~note dated February 14, 2018~~Note.

On ~~January~~April 292, 2019, ~~Crown~~EMA ~~Bridge Partners, LLC~~ elected to convert $111,~~278~~060, consisting of $~~778~~10,310 of principal and $~~500~~750 of fees, into 17,~~660~~900,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~0014 pursuant to the ~~convertible~~EMA ~~note dated February 14, 2018~~Note.

On ~~January~~April 3010, 2019, ~~Crown~~EMA ~~Bridge Partners, LLC~~ elected to convert $112,~~348~~600, consisting of $~~848~~11,850 of principal and $~~500~~750 of fees, into 19,~~750~~000,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~0014 pursuant to the ~~convertible~~EMA ~~note dated February 14, 2018~~Note.

On ~~January~~April 3125, 2019, ~~Crown~~EMA ~~Bridge Partners, LLC~~ elected to convert $111,~~482~~880, consisting of $~~982~~11,130 of principal and $~~500~~750 of fees, into 19,~~925~~900,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~0012 pursuant to the ~~convertible~~EMA ~~note dated February 14, 2018~~Note.

On ~~February~~May 410, 2019, ~~Crown~~EMA ~~Bridge Partners, LLC~~ elected to convert $112,~~625~~000, consisting of $17,~~125~~410 of principal, $3,840 of additional principal, and $~~500~~750 of fees, into 212,~~110~~000,000 shares of the Company’s Common Stock at an exercise price of $0.~~00077~~001 pursuant to the ~~convertible~~EMA ~~note dated February 14, 2018~~Note.

On April 17, 2019 the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold $27,500.00 in the principal amount of a Convertible Promissory for a purchase price of $25,000. On April 23, 2018, the Company received $25,000.00 in net proceeds from the sale of this note. This note and the shares of common stock of the Company issuable upon conversion of this note are collectively referred to herein as the “Securities.” This note will mature on April 17, 2020, less any amounts redeemed prior to the Maturity Date. This note bears interest at a rate of 10% per annum, subject to increase to the lesser of 18% per annum or the maximum rate permitted under applicable law upon the occurrence of an Event of Default. This note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser into shares of common stock of the Company at a conversion price equal to $0.01. Upon an Event of Default, this note is convertible at 60% of the lowest traded price of the Company’s common stock during the twenty (20) trading days immediately prior to the Conversion Date, which is subject to adjustment for stock dividends, stock splits, combinations or similar events. The Company may prepay in cash any portion of the principal amount of this note and any accrued and unpaid interest in an amount equal to a range between 125% to 135% of the sum of the then outstanding principal amount of this note and interest.

The Majority Stockholders, on April 4, 2019, authorized the increase of the Company’s shares of authorized Common Stock from 249,000,000 to 1,250,000,000.

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On February 5, 2019, Crown Bridge Partners, LLC elected to convert $2,409, consisting of $1,909 of principal and $500 of fees, into 2,220,000 shares of the Company’s Common Stock at an exercise price of $0.001085 pursuant to the convertible note dated February 14, 2018.

On February 7, 2019, Crown Bridge Partners, LLC elected to convert $2,795, consisting of $2,295 of principal and $500 of fees, into 2,420,000 shares of the Company’s Common Stock at an exercise price of $0.001155 pursuant to the convertible note dated February 14, 2018.

On February 8, 2019, Crown Bridge Partners, LLC elected to convert $2,610, consisting of $2,110 of principal and $500 of fees, into 2,260,000 shares of the Company’s Common Stock at an exercise price of $0.001155 pursuant to the convertible note dated February 14, 2018.

On February 14, 2019, Crown Bridge Partners, LLC elected to convert $3,061, consisting of $2,561 of principal and $500 of fees, into 2,650,000 shares of the Company’s Common Stock at an exercise price of $0.001155 pursuant to the convertible note dated February 14, 2018.

On January 4, 2019, EMA Financial, LLC elected to convert $1,120, consisting of $470 of principal and $750 of fees, into 1,089,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 12, 2018.

On January 15, 2019, EMA Financial, LLC elected to convert $1,398, consisting of $648 of principal and $750 of fees, into 1,248,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 12, 2018.

On January 24, 2019, EMA Financial, LLC elected to convert $1,791, consisting of $1,041 of principal and $750 of fees, into 1,444,000 shares of the Company’s Common Stock at an exercise price of $0.00124 pursuant to the convertible note dated February 12, 2018.

On January 30, 2019, EMA Financial, LLC elected to convert $2,310, consisting of $1,560 of principal and $750 of fees, into 1,750,000 shares of the Company’s Common Stock at an exercise price of $0.00132 pursuant to the convertible note dated February 12, 2018.

On February 5, 2019, EMA Financial, LLC elected to convert $2,310, consisting of $1,560 of principal and $750 of fees, into 1,750,000 shares of the Company’s Common Stock at an exercise price of $0.00132 pursuant to the convertible note dated February 12, 2018.

On February 13, 2019, EMA Financial, LLC elected to convert $6,950 consisting of $6,200 of principal and $750 of fees, into 5,265,000 shares of the Company’s Common Stock at an exercise price of $0.00132 pursuant to the convertible note dated February 12, 2018.

On January 4, 2019, Auctus Fund, LLC elected to convert $1,120, consisting of $620 of accrued and unpaid interest and $500 of fees, into 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 15, 2018.

On January 17, 2019, Auctus Fund, LLC elected to convert $1,541, consisting of $1,041 of accrued and unpaid interest and $500 of fees, into 1,376,000 shares of the Company’s Common Stock at an exercise price of $0.00112 pursuant to the convertible note dated February 15, 2018.

On February 1, 2019, Auctus Fund, LLC elected to convert $2,387, consisting of $1,887 of accrued and unpaid interest and $500 of fees, into 1,925,100 shares of the Company’s Common Stock at an exercise price of $0.00124 pursuant to the convertible note dated February 15, 2018.

On February 8, 2019, Auctus Fund, LLC elected to convert $2,934, consisting of $881 of accrued and unpaid interest, $1,553 of principal and $500 of fees, into 2,222,500 shares of the Company’s Common Stock at an exercise price of $0.00124 pursuant to the convertible note dated February 15, 2018.

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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.

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On March 29, 2019, we filed a Certificate of Designation with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, $0.001 par value per share.

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 (patent pending) 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.

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 $~~375~~425,000 in accounts payable at ~~September~~March 3031, ~~2018~~2019 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.

Legal fees pertaining to the patent are recorded as general and administrative expenses when they are incurred. Legal fees charged to operations were approximately $46,~~000~~300 and $14,~~600~~000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and approximately $~~700~~2,500 and $12,~~100~~400 for the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively.

We recognized a patent royalty expense of approximately $5075,000 for the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019 compared to $5075,000 for the ~~six~~nine-month period ended ~~December~~March 31, ~~2017~~2018 and approximately $25,000 for the three-month period ended ~~December~~March 31, ~~2018~~2019 compared to $25,000 for the three-month period ended ~~December~~March 31, ~~2017~~2018. The accrued payable of $~~400~~425,000 pertaining to the patent royalty expense at ~~December~~March 31, ~~2018~~2019 is included in related party payables.

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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 33diseases, -such ~~Table~~as Alzheimer's disease and Parkinson's disease, are the most common causes of ~~Contents~~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.

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.

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.

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§ 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.

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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.

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.

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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.

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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

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Going Concern

	·	Critical Accounting Policies

	·	Recent Accounting Pronouncements

	·	Off-Balance Sheet Arrangements

	·	Inflation

Results of Operations

Three Months Ended ~~December~~March 31, ~~2018~~2019 Compared to Three Months Ended ~~December~~March 31, ~~2017~~2018

Revenue

For the three-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, we did not generate any revenues.

Operating Expenses

Operating expenses decreased by approximately $183,000, or 43.47%, to approximately $238,000 in the three-month period ended March 31, 2019 from approximately $422,000 in the three-month period ended March 31, 2018 primarily due to the following: decrease in marketing cost; decrease in research and development costs; 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 compensation expenses as we have fully amortized some of the expenses associated with these costs; and decrease in travel and entertainment; offset by increase in employee expense; and increase in professional fees.

Operating expenses for the three-month period ended March 31, 2019 were comprised of (amounts approximate) patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $15,000, compensation expense of $37,000, employee expense of $108,000; professional fees of $43,000, travel and entertainment costs of $7,000, and other operating expenses of $3,000.

Operating expenses for the three-month period ended March 31, 2018 were primarily comprised of (amounts approximate) marketing costs of $2,500, research and development costs of $80,000, patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $64,000, compensation expense of $84,000, employee expense of $103,000; professional fees of $41,000, travel and entertainment costs of $18,000, and other operating expenses of $4,500.

Other Income (Expenses)

Other expense decreased by approximately $81,000, or 34.82%, to approximately $152,000 in the three-month period ended March 31, 2019 from approximately $233,000 in the three-month period ended March 31, 2018 primarily due to a decrease in loan interest expense due to the reclassification of accrued interest; change of fair value of warrant liability; change of fair value of derivative liabilities; and a decrease in default expense; offset by increase of amortized cost expense; and increase in financing fee.

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~~Operating~~Net ~~expenses~~Loss Before Income Taxes

~~Operating~~Net ~~expenses~~loss ~~decreased~~before byincome ~~approximately~~taxes ~~$64,000,~~for ~~or 21.35%, to approximately $234,000 in~~ the three-month period ended ~~December~~March 31, ~~2018~~2019 ~~from~~totaled approximately $~~298~~390,000 incompared to $655,000 for the three-month period ended ~~December~~March 31, ~~2017~~2018. The decrease in net loss before income taxes was primarily due to the following: a decrease in loan interest expense due to the reclassification of accrued interest; a decrease in default expense; change of fair value of derivative liabilities; change of fair value of warrant liability; decrease in marketing cost; decrease in research and development costs; 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 compensation expenses as we have fully amortized some of the expenses associated with these costs; and decrease in ~~investor~~travel ~~relations~~and ~~costs~~entertainment; offset by an increase inof ~~employee~~amortized cost expense; increase in ~~professional~~financing ~~fees~~fee; ~~and~~ increase in ~~travel~~employee expense; and ~~entertainment~~increase in professional fees.

~~Operating~~Nine ~~expenses~~Months ~~for~~Ended ~~the~~March ~~three-month period ended December~~ 31, ~~2018~~2019 ~~were~~Compared ~~comprised~~to ofNine ~~(amounts~~Months ~~approximate)~~Ended ~~marketing~~March ~~costs of $1~~31,~~000,~~ patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $21,000, compensation expense of $22,000, employee expense of $108,000; professional fees of $43,000, travel and entertainment costs of $10,000, and other operating expenses of $4,000. 2018

Operating expenses for the three-month period ended December 31, 2017 were comprised of marketing costs of $3,100, research and development costs of $82,000, patent royalty expense of $25,000, consulting services costs primarily paid through the issuance of our common stock of $44,000, compensation expense of $16,000, employee expense of $95,000; professional fees of $21,000, travel and entertainment costs of $8,000, and other operating expenses of $4,000.

Other income (expenses)

Other expense decreased by approximately $2,978,000, or 95.61%, to approximately $136,999 in the three-month period ended December 31, 2018 from approximately $3,115,000 in the three-month period ended December 31, 2017 primarily due to a significant decrease in loss from extinguishment of debt due to the embedded conversion feature meeting 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 loss, and change of fair value of derivative liability offset by increase in loan interest expense; increase of amortized cost expense; increase in financing fee; recognition of default expense and change of fair value of warrant liability.

Net loss before income taxes

Net loss before income taxes for the three-month period ended December 31, 2018 totaled approximately $371,000 compared to $3,413,000 for the three-month period ended December 31, 2017. The decrease in net loss before income taxes was primarily due to the following: a significant decrease in loss from extinguishment of debt due to the embedded conversion feature meeting 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 loss; decrease in marketing cost; decrease in research and development costs; 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; and decrease in investor relations costs; offset increase in employee expense; increase in professional fees; and increase in travel and entertainment, increase in interest expense and increase in accretion of recorded debt discounts related to notes payable offset by increase in loan interest expense; increase of amortized cost expense; increase in financing fee; and recognition of default expense.

Six Months Ended December 31, 2018 Compared to Six Months Ended December 31, 2017

Revenue

For the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, we did not generate any revenues.

Operating Expenses

Operating expenses decreased by approximately $355,000, or 32.90%, to approximately $724,000 in the nine-month period ended March 31, 2019 from approximately $1,080,000 in the nine-month period ended March 31, 2018 primarily due to the following: decrease in marketing cost; decrease in research and development costs; 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 compensation expenses as we have fully amortized some of the expenses associated with these costs; and decrease in travel and entertainment; offset by increase in employee expense; and increase in professional fees.

Operating expenses for the nine-months ended March 31, 2019 were comprised of (amounts approximate) marketing costs of $1,000, research and development costs of $32,000, patent royalty expense of $75,000, consulting services costs primarily paid through the issuance of our common stock of $51,000, compensation expense of $90,000, employee expense of $324,000; professional fees of $114,000, travel and entertainment costs of $27,000, and other operating expenses of $10,000.

Operating expenses for the nine-months ended March 31, 2018 were primarily comprised of (amounts approximate) marketing costs of $9,000, research and development costs of $205,000, patent royalty expense of $75,000, consulting services costs primarily paid through the issuance of our common stock of $249,000, compensation expense of $115,000, employee expenses of $293,000, professional fees of $84,000, travel and entertainment costs of $37,000, and other operating expenses of $12,000.

Other Income (Expenses)

Other expense decreased by approximately $2,800,000, or 83.20%, to approximately $575,000 in the nine-month period ended March 31, 2019 from approximately $3,420,000 in the nine-month period ended March 31, 2018 primarily due to a significant decrease in loss from extinguishment of debt due to the embedded conversion feature meeting 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 loss; a decrease in loan interest expense due to the reclassification of accrued interest; and a decrease in default expense; offset by increase of amortized cost expense; increase in financing fee; change of fair value of derivative liabilities; and change of fair value of warrant liability.

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~~Operating~~Net ~~expenses~~Loss Before Income Taxes

~~Operating~~Net ~~expenses~~loss ~~decreased~~before byincome taxes for the nine-month period ended March 31, 2019 totaled approximately $~~172~~1,~~000~~300,000 orcompared ~~26.13%,~~ to ~~approximately~~ $~~486~~4,500,000 infor the ~~six~~nine-month period ended ~~December~~March 31, 2018. ~~from~~The ~~approximately~~decrease ~~$657,000~~in net loss before income taxes was primarily due to the following: a significant decrease in loss from extinguishment of debt due to the ~~six~~embedded conversion feature meeting the criteria in ASC 470-~~month~~50-40-10 ~~period~~or ~~ended~~470-20-25 ~~December~~and ~~31,~~the ~~2017~~issuance ~~primarily~~of the convertible promissory note payable is considered an extinguishment that would require the recognition of a loss; a decrease in loan interest expense due to the ~~following:~~reclassification of accrued interest; a decrease in ~~marketing~~default expense; decrease in marketing cost; decrease in research and development ~~cost~~costs; 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 compensation expenses as we have fully amortized some of the expenses associated with these costs; and decrease in ~~investor~~travel ~~relations~~and entertainment; offset by increase inof ~~employee~~amortized cost expense,; increase in ~~professional~~financing ~~fees~~fee; ~~and~~change of fair value of derivative liabilities; change of fair value of warrant liability; increase in ~~travel~~employee expense; and ~~entertainment~~increase in professional fees.

Operating expenses for the six-months ended December 31, 2018 were comprised of (amounts approximate) marketing costs of $1,000, research and development costs of $32,000, patent royalty expense of $50,000, consulting services costs primarily paid through the issuance of our common stock of $36,000, compensation expense of $52,000, employee expense of $216,000; professional fees of $72,000, travel and entertainment costs of $20,000, and other operating expenses of $7,000.

Operating expenses for the six-months ended December 31, 2017 were approximately comprised of marketing costs of $6,000, research and development costs of $125,000, patent royalty expense of $50,000, consulting services costs primarily paid through the issuance of our common stock of $185,000, compensation expense of $32,000, employee expenses of $189,000, professional fees of $43,000, investor relations expense of $1,000, travel and entertainment costs of $19,000, and other operating expenses of $7,000.

Other income (expenses)

Other expense decreased by approximately $2,664,000, or 86.73%, to approximately $422,896 in the six-month period ended December 31, 2018 from approximately $3,188,000 in the six-month period ended December 31, 2017 primarily due to a significant decrease in loss from extinguishment of debt due to the embedded conversion feature meeting 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 loss and the decrease in accretion of recorded debt discounts related to notes payable, and change of fair value of derivative liability offset by increase in loan interest expense; increase of amortized cost expense; increase in financing fee; recognition of default expense and change of fair value of warrant liability.

Net loss before income taxes

Net loss before income taxes for the six-month period ended December 31, 2018 totaled approximately $908,000 compared to $3,844,000 for the six-month period ended December 31, 2017. The decrease in net loss before income taxes was primarily due to the following: a significant decrease in loss from extinguishment of debt due to the embedded conversion feature meeting 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 loss; change of fair value of derivative liability, decrease in marketing expense; decrease in research and development cost; 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; and decrease in investor relations; offset by increase in employee expense, increase in professional fees; increase in travel and entertainment, increase in loan interest expense; increase of amortized cost expense; increase in financing fee; recognition of default expense and change of fair value of warrant liability.

Assets and Liabilities

Assets were approximately $3221,~~000~~500 as of ~~December~~March 31, ~~2018~~2019. Assets consisted (amounts approximate) of cash of $1819,000 and prepaid expense of $142,~~000~~500. Liabilities were approximately $6,~~317~~690,000 as of ~~December~~March 31, ~~2018~~2019. Liabilities consisted of (amounts approximate) accounts payable of $~~981~~1,040,000, related party payables of $~~401~~426,000, accrued payroll of $~~302~~332,000, payroll taxes payable of $~~133~~139,000, short term related party notes payable of $~~539~~591,000, current portion of convertible notes of $3,~~232~~270,000, net of debt discount, short term convertible notes payable of $~~282~~221,000, net of debt discount, stock payable of $7,500, derivative liabilities of $~~355~~515,000, and warrant liabilities of $92148,000.

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Stockholders’ Deficit

Stockholders’ deficit was approximately $6,~~285~~670,000 as of ~~December~~March 31, ~~2018~~2019. Stockholder’s deficit consisted primarily of deficit accumulated of approximately $33,~~358~~800,000 at ~~December~~March 31, ~~2018~~2019, offset by (amounts approximate) shares issued to founders and recorded as compensation in the amount of $13,900, shares issued for fundraising totaling $1,781,000, net of issuance costs, preferred shares issued to executive employees totaling $15,000, beneficial conversion feature associated with convertible ~~note~~notes of $18,~~448~~360,000, shares issued in conversion of liabilities of $~~819~~888,000, shares associated with warrants, options and issuances for services of $6,000,000 and shares issued for patent rights totaling $6,600.

Liquidity and Capital Resources

General – Overall, we had a decrease in cash flows of approximately $4746,000 in the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019 resulting from cash used in operating activities of approximately $~~192~~336,000, offset partially by cash provided by financing activities of approximately $~~145~~290,000.

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

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2018			2017
	2019			2018
Cash at beginning of period	$	64,583		$	11,345
Net cash used in operating activities		(~~191~~335,~~976~~561	)	(684,531)	~~(361,945~~	)
Net cash provided by financing activities		~~145~~290,000			~~355~~703,~~000~~250
Cash at end of period	$	1719,~~607~~022		$	430,~~400~~064

~~Cash Flows from Operating Activities – For the six~~-~~month~~ ~~period~~38 ~~ended December 31, 2018, net cash used in operations was approximately $192,000 compared to net cash used in operations of approximately $362,000 for the six~~-~~month~~ ~~period~~Table ~~ended December 31, 2017. Net cash used in operations for the six-month period ended December 31, 2017 was primarily due to (amounts approximate) a net loss~~ of $908,000, accretion of debt discount of $173,000, change in derivative liabilities of $70,000, change in warrant liabilities of $7,000, default expense of $54162, stock-based compensation of $52,000, amortization of prepaid consulting compensation of $10,000, conversion of short-term convertible notes payable fees of $14,000, and the changes in operating assets and liabilities of approximately $335,000.Contents

Cash Flows from ~~Financing~~Operating Activities – ~~Net~~For ~~cash flows provided by financing activities in~~ the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019, net cash used in operations was approximately $~~145~~336,000, compared to net cash ~~provided~~used in operations of approximately $~~355~~685,000 infor the ~~same~~nine-month period inended ~~2017.~~March ~~The~~31, 2018. Net cash ~~provided~~used byin ~~financing~~operations ~~activities~~ for the ~~six~~nine-month period ended ~~December~~March 31, ~~2018~~2019 was primarily due to ~~proceeds~~(amounts ~~from~~approximate) ~~convertible~~a ~~promissory~~net ~~notes~~loss ~~payable~~of to$1,300,000, ~~stockholder~~amortization of ~~approximately~~debt discount of $75219,000, initial fair value of derivative liabilities included as interest expense of $86,000, change in derivative liabilities of $38,000, change in warrant liabilities of $6,000, stock-based compensation of $89,000, amortization of prepaid consulting compensation of $9,000, and ~~proceeds~~the ~~from~~changes ~~short~~in ~~term~~operating ~~notes~~assets and liabilities of approximately $70500,000.

Cash Flows from Financing Activities – Net cash flows provided by financing activities in the nine-month 39period ended March 31, 2019 was approximately $290,000, compared to net cash provided of approximately $703,000 in the same period in 2018. The cash provided by financing activities for the nine-month ~~Table~~period ended March 31, 2019 was due to proceeds from short term convertible notes to stockholders of ~~Contents~~approximately $75,000, proceeds from short term convertible notes of $87,500, and proceeds from short term notes to stockholders of $127,500.

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. 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.

On December 10, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”) pursuant to which the Company sold $55,000.00 in principal amount of a Convertible Promissory Note (the “Note”) for a purchase price of $50,000. On December 18, 2018 (the “Issuance Date”), the Company received $50,000.00 in net proceeds from the sale of the Note. The Note and the shares of common stock of the Company issuable upon conversion of the Note are collectively referred to herein as the “Securities.”

The Note will mature on March 10, 2019 (the “Maturity Date”), less any amounts redeemed prior to the Maturity Date. The Note bears interest at a rate of 10% per annum, subject to increase to the lesser of 18% per annum or the maximum rate permitted under applicable law upon the occurrence of an Event of Default (as defined in the Note).

The Note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser into shares of common stock of the Company at a conversion price equal to $0.01. Upon an Event of Default, the Note is convertible at 60% of the lowest traded price of the Company’s common stock during the twenty (20) trading days immediately prior to the Conversion Date (as defined in the Note), which is subject to adjustment for stock dividends, stock splits, combinations or similar events.

The Company may prepay in cash any portion of the principal amount of the Note and any accrued and unpaid interest in an amount equal to a range between 125% to 135% of the sum of the then outstanding principal amount of the Note and interest.

Capital Expenditures

Other Capital Expenditures

If we have the funds available, we expect to purchase approximately $45,000 of equipment in connection with the expansion of the business, primarily related to office equipment and supplies.

Fiscal Year End

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

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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 $33,~~350~~800,000 and $32,450,000 at ~~December~~March 31, ~~2018~~2019 and June 30, 2018, respectively, and had a net loss of approximately $~~908~~1,300,000 and $34,~~844~~500,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and net cash used in operating activities of approximately $~~192~~336,000 and $~~362~~685,000 for the ~~six~~nine-month periods ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018, respectively, with no revenue earned since inception, limited cash of approximately $1819,000 and $65,000 at ~~December~~March 31, ~~2018~~2019 and June 30, 2018, respectively, and a lack of operational history. These matters raise substantial doubt about our ability to continue as a going concern.

While we are attempting to commence operations and 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.

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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. 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.

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.

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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 and Scholes Option Pricing Model.

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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.

Convertible ~~debt~~Debt – ~~derivative~~Derivative ~~treatment~~Treatment

When we issue 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.

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.

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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

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. We currently do not plan to early adopt this guidance and are evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.

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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 and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~December~~March 31, ~~2018~~2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of ~~December~~March 31, ~~2018~~2019 our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

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Management’s Report on Internal Controls over Financial Reporting

The Company’s 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 ~~December~~March 31, ~~2018~~2019. 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”). Management believes that, as of ~~December~~March 31, ~~2018~~2019, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

The specific material weaknesses identified by the company’s management as of end of the period covered by this report include the following:

	·	We have not performed a formal written 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 generally 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, 2018, 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

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect with the exception of the foregoing:

ITEM 1A. RISK FACTORS

In addition to the information set forth under Item 1A of Part I to our Annual Report on Form 10-K for the year ended June 30, 2018, the information set forth at the beginning of Management’s Discussion and Analysis entitled “Disclaimer Regarding Forward-Looking Information,” and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

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

During the three months ended ~~December~~March 31, ~~2018~~2019, we issued shares of our common stock that were not registered under the Securities Act, and were not previously disclosed in a Current Report on Form 8-K as follows:

OnDuring ~~October~~the ~~10,~~three ~~2018,~~months ~~Crown~~ended ~~Bridge~~March ~~Partners~~31, ~~LLC~~2019, Crown elected to convert approximately $229,~~896~~500, consisting of approximately $222,~~396~~500 of principal and approximately $~~500~~7,000 of fees, into ~~548~~approximately 29,000,000 shares of ~~the~~our ~~Company’s~~common ~~Common Stock at an exercise price of $0~~stock.~~005285 pursuant to the convertible note dated February 14, 2018.~~ The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

OnDuring ~~November~~the 6,three ~~2018,~~months ~~Crown~~ended ~~Bridge~~March ~~Partners~~31, ~~LLC~~2019, Auctus elected to convert approximately $113,~~706~~600, consisting of approximately $13,~~206~~500 of principal, approximately $7,600 of interest, and approximately $2,500 of fees, into ~~677~~approximately 10,300,000 shares of the Company’s ~~Common~~common ~~Stock at an exercise price of $0~~stock.~~00252 pursuant to the convertible note dated February 14, 2018.~~ The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

OnDuring ~~November~~the 9,nine ~~2018,~~months ~~Crown~~ended ~~Bridge~~March ~~Partners~~31, ~~LLC~~2019, EMA elected to convert approximately $125,~~875~~000, consisting of approximately $120,~~375~~000 of principal and approximately $~~500~~5,000 of fees, into ~~744~~approximately 19,000,000 shares of the Company’s ~~Common~~common ~~Stock at an exercise price of $0~~stock.~~00252 pursuant to the convertible note dated February 14, 2018.~~ The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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On ~~November~~February 284, ~~2018~~2019, Crown Bridge Partners, LLC elected to convert $21,~~076~~625, consisting of $1,~~576~~125 of principal and $500 of fees, into ~~824~~2,110,000 shares of the Company’s Common Stock at an exercise price of $0.~~00252~~00077 pursuant to the convertible note dated February 14, 2018. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On ~~October~~February 15, ~~2018~~2019, ~~Auctus~~Crown ~~Fund~~Bridge Partners, LLC elected to convert $2,~~333~~409, consisting of $1,~~833~~909 of ~~accrued~~principal and ~~unpaid interest and~~ $500 of fees, into ~~360~~2,220,000 shares of the Company’s Common Stock at an exercise price of $0.~~00648~~001085 pursuant to the convertible note dated February 1514, 2018. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the convertible promissory note signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~As disclosed herein, on March 8, 2018, the Company closed the Auctus SPA and corresponding Auctus Note with Auctus, dated February 15, 2018~~None. Under the Auctus SPA and the Auctus Note, Auctus agreed to loan the Company up to One Hundred Ten Thousand Dollars ($110,000). The Auctus Note bears interest at Ten Percent (10%) per annum and matures on November 15, 2018 (the “Maturity Date”). 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 our common stock. The conversion price is 55% multiplied by the lowest Trading Price during the twenty-five trading days prior to the conversion date. As of the date hereof, the Auctus Note is in default for failure by the Company to repay such amounts due under the Auctus Note by the Maturity Date. However, as of the date hereof, Auctus has not delivered a notice of an event of default to the Company and the Company plans to negotiate an extension of the Maturity Date with Auctus.

ITEM 4. MINING SAFETY DISCLOSURES

There have been no events which are required to be reported under this Item 4.

ITEM 5. OTHER INFORMATION

There have been no events which are required to be reported under this Item 5.

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ITEM 6. EXHIBITS

Item No.	Description
Exhibit Number	Exhibit Description	Incorporated by Reference Form	Filed or Furnished Exhibit	Filing Date	Herewith
10.1	Securities Purchase Agreement dated December 10, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2018).
3.1	Series A Certificate of Designation dated March 29, 2019	8-K	3.1	04/05/2019
10.2	Convertible Promissory Note dated December 10, 2018(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2018).
4.1	Form of 12% Convertible Promissory Note issued March 15, 2019, to Auctus Fund, LLC	8-K	4.1	04/05/2019
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.*
4.2	Form of 12% Convertible Promissory Note issued February 14, 2018, to Crown Bridge Partners, LLC	8-K	4.2	03/13/2018
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.*
10.1	Form of Securities Purchase Agreement dated March 15, 2019, by and between Cerebain Biotech Corp. and Auctus Fund, LLC	8-K	10.1	04/05/2019
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.*
10.2	Form of Securities Purchase Agreement dated February 14, 2018, by and between Cerebain Biotech Corp. and Crown Bridge Partners, LLC	8-K	10.1	03/13/2018
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.*
10.3	Form of Common Stock Purchase Warrant dated March 1, 2019, issued to Auctus Fund LLC	8-K	10.3	04/05/2019
101**	Interactive Data File (Form 10-Q for the six-month period ended December 31, 2018 furnished in XBRL).
10.4	Form of Common Stock Purchase Warrant dated March 1, 2019, issued to Crown Bridge Partners, LLC	8-K	10.4	04/05/2019
101.INS	Interactive Data File (Form 10-Q for the six-month period ended December 31, 2018 furnished in XBRL).
10.5	Form of Amendment to the Convertible Promissory Note issued March 26, 2019, to Auctus Fund LLC	8-K	10.5	04/05/2019
101.SCH	XBRL Taxonomy Extension Schema Document
10.6	Form of Amendment to the Convertible Promissory Note issued February 14, 2018, to Crown Bridge Partners, LLC	8-K	10.6	04/05/2019
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
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.				x
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
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.				x
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
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.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
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.INS	Interactive Data File (Form 10-Q for the nine-month period ended March 31, 2019 furnished in XBRL)
101.SCH	XBRL Taxonomy Extension Schema Document
10.1.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

* filed herewith

-** 48Furnished ~~- Table of Contents~~herewith.

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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.
Date: February 19, 2019	By:	/s/ Eric Clemons
Date: May 20, 2019	By:	/s/ Eric Clemons
		Eric Clemons
		President (Principal Executive Officer)
	By:	/s/ Wesley Tate
		Wesley Tate
		Chief Financial Officer (Principal Financial and Accounting Officer)

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