NOTE 6 - NOTES PAYABLE | Short Term Notes Payable to Stockholders Short Term Notes Payable to Stockholders 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 - Short term notes payable (F) 25,000 - Short term notes payable (G) 27,500 - Net total $ 591,500 $ 464,000 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 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 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 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. (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 March 31, 2019 June 30, 2018 Crown Bridge Partners $ 61,832 $ 65,000 Auctus Fund #1 119,867 110,000 Auctus Fund #2 55,000 - EMA Financial 67,014 110,000 Subtotal 303,713 285,000 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. 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. 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. Auctus Fund #1 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. On March 26, 2019, the Company entered into Amendment #1 to the Convertible Promissory Note Issued on February 15, 2018 with Auctus, whereby the maturity date of the February 2018 Auctus Note was extended to September 26, 2019. While this Auctus Note is outstanding, if the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has the right to convert monies owed to that third party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Auctus Note) until this Auctus Note is no longer outstanding. Each time, while this Auctus Note is outstanding, the Company enters into a Section 3(a)(9) transaction, as defined by the Securities Act, (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, as defined by the Securities Act, in which any third party has a look back period greater than the look back period in effect under the Auctus Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. In addition to issuing the Auctus Note, the Company agreed to issue Auctus a warrant to acquire 275,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant. In connection with the warrants, if the Company, at any time from and after the Issuance Date, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any person, firm, association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise Price (including but not limited to under the Note), as adjusted hereunder (any such issuance being referred to as a “Dilutive Issuance,” subject, however, to the proviso contained in the further definition of the term “Dilutive Issuance” contained in the agreement, then (a) the Exercise Price shall be adjusted to match the lowest price per share at which such Common Stock was issued or may be acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Holder could purchase hereunder for the aggregate Exercise Price, as reduced pursuant to the agreement, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to the agreement, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to the agreement, as the same may occur from time to time hereunder. 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. 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. Auctus Fund #2 On March 15, 2019, Cerebain Biotech Corp., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement with Auctus, whereby Auctus purchased from the Company (i) a Convertible Promissory Note of the Company, in the original principal amount of $110,000.00 (“Auctus Note 2”), purchased in accordance with the Tranche Payments (as defined below); and (ii) a common stock purchase warrant for the purchase of 1,100,000 shares of the Company’s common stock, par value $0.001 per share. The Auctus Note 2 was issued on March 15, 2019 and the purchase price is to be paid to the Company in, whereby the first tranche purchase price is $55,000.00. The maturity date for each tranche funded is nine months from the effective date of the purchase. Auctus Note 2 bears interest at 12% per annum. In the event the Company prepays Auctus Note 1 from the Auctus Note 2 Issuance Date through the 180th day following the Auctus Note Issuance Date, the Company must pay all of the principal and interest with a prepayment penalty ranging from 135% to 150%. After the 180th day following the Auctus Note 2 Issuance Date the Company has no further right of prepayment. Auctus may, at any time following the Auctus Note 2 Issuance Date, convert all or any part of the outstanding principal of the Auctus Note 2 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 during the 25 trading day period ending on the last complete trading day prior to the date of conversion. Auctus may not convert Auctus Note 2 to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the issued and outstanding Common Stock. Auctus Note 2 contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading, or if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission. In the event of a default, at the option of Auctus, it may consider Auctus Note 2 immediately due and payable. The Auctus Warrant 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 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. 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 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. 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 $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 March 31, 2018, the embedded derivatives were re-measured at fair value that was determined to be approximately $470,000. During the nine months ended March 31, 2019 and 2018, the Company recorded an approximate embedded derivative re-valuation loss of $80,000 and a gain of $10,000, 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: Crown Bridge Partners (Original Note) March 31, 2019 June 30, 2018 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 300.0 % 260.0 % Risk-free interest rate 2.44 % 2.22 % Stock price $ 0.0037 $ 0.14 Conversion price $ 0.0014 $ 0.07 Crown Bridge Partners (Tranche #2) March 31, 2019 Expected dividend yield 0.00 % Expected stock-price volatility 345.0 % Risk-free interest rate 2.44 % Stock price $ 0.0037 Conversion price $ 0.0012 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 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 in |