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Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2017

Consolidation, Policy [Policy Text Block]

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc. (“Projects Group”), Bion Technologies, Inc., BionSoil, Inc., Bion Services,

PA1,

and

PA2;

and its

58.9%

owned subsidiary, Centerpoint Corporation (“Centerpoint”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash:

The Company considers all highly liquid investments purchased with an original maturity

three

months or less to be cash.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment:

Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally

three

twenty

years. The Company capitalizes all direct costs and al

l indirect incrementally identifiable costs related to the design and construction of its Integrated Projects. The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in

related asset being recognized in the Company’s balance sheet) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have

direct relationship to the value of the Company’s patents. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations.

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments:

Pursuant to Accounting Standards Codification (“ASC”) Topic

815

“Derivatives and Hedging” (“Topic

815”

), the Company reviews all financial instruments for the existence of features which

may

require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative assets or liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Equity Issuances Warrants Policy [Policy Text Block]

Warrants:

The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company

’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of credit risk:

The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times

may

exceed federally insured limits. The Company has

not

experienced any losses on such accounts.

Minority Interest Policy [Policy Text Block]

Noncontrolling interests:

In accordance with ASC

810,

“Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance.

Fair Value Measurement, Policy [Policy Text Block]

Fair value measurements:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has

three

levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.

Level

– quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level

– observable inputs other than Level

quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are

not

active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level

– assets and liabilities whose significant value drivers are unobservable.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company

’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability

may

fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable

is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default.

approximates its carrying amount as it bears interest at rates commensurate with market rates. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are

not

practicable to estimate due to the related party nature of the underlying transactions.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition:

Revenues are generated from the sale of nutrient reduction credits. The Company recognizes revenue from the sale of nutrient credits when there is persuasive evidence that an arrangement exists, when title has passed, the price is fixed or determinable, and collection is reasonably assured.

The Company expects that technology license fees will be generated from the licensing of Bion

’s integrated system. The Company anticipates that it will charge its customers a non-refundable up-front technology license fee, which will be recognized over the estimated life of the customer relationship. In addition, any on-going technology license fees will be recognized as earned based upon the performance requirements of the agreement. Annual waste treatment fees will be recognized upon receipt. Revenues, if any, from the Company’s interest in Integrated Projects will be recognized when the entity in which the Integrated Project has been developed recognizes such revenue.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based compensation:

The Company recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements and the cost is measured based on the grant date fair value of the award.

The stock option compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (the requisite service period). The Company utilizes the Black-Scholes option-pricing model to determine fair value. Key assumptions of the Black-Scholes option-pricing model include applicable volatility rates, risk-free interest rates and the instrument’s expected remaining life. These assumptions require significant management judgment.

Income Tax, Policy [Policy Text Block]

Income taxes:

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs. A valuation allowance is provided to reduce the deferred tax assets by

100%,

since the Company believes that at this time it is more likely than

not

that the deferred tax asset will

not

be realized.

The Company is

longer subject to U.S. federal and state tax examinations for fiscal years before

2009.

Management does

not

believe there will be any material changes in the Company

’s unrecognized tax positions over the next

months.

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of

June 30, 2017,

there were

penalties or accrued interest amounts associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended

June 30, 2017

and

2016.

Earnings Per Share, Policy [Policy Text Block]

Loss per share:

Basic loss per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the loss per share. During years ended

June 30, 2017

and

2016,

the basic and diluted loss per share was the same, as the impact of potential dilutive common shares was anti-dilutive.

The following table represents the warrants, options and convertible securities excluded from the calculation of diluted loss per share:

	June 30, 2017		June 30, 2016
Warrants		8,588,729		8,112,114
Options		4,545,037		4,225,537
Convertible debt		9,115,428		7,988,445
Convertible preferred stock		16,000		15,000

The following is a reconciliation of the denominators of the basic loss per share computations for the years ended

June 30, 2017

and

2016:

	Year ended June 30, 2017			Year ended June 30, 2016
Shares issued – beginning of period		23,573,057			22,089,650
Shares held by subsidiaries (Note 7)		(704,309	)		(704,309	)
Shares outstanding – beginning of period		22,868,748			21,385,341
Weighted average shares for fully vested stock bonuses		177,534			600,000
Weighted average shares issued during the period		413,649			759,940
Basic weighted average shares – end of period		23,459,931			22,745,281

Use of Estimates, Policy [Policy Text Block]

Use of estimates:

In preparing the Company

’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements:

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company

’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

May 2014,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2014

“Revenue from Contracts from Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic

605

),” and requires entities to recognize revenue in a way that depicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to the exchange for those goods or services. ASU

2014

is effective for fiscal years, and interim periods within those years, beginning after

December 15, 2017

and earlier application is permitted only as of annual reporting periods beginning after

December 15, 2016.

Once the Company begins to generate revenue, the Company does

not

anticipate any material impact on its operations and financial statements.

August 2014,

the FASB issued ASU

No.

2014

15,

“Presentation of Financial Statements

– Going Concern: Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within

one

year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for annual periods ending after

December 15, 2016,

and interim periods thereafter, early application is permitted. The adoption of ASU

No.

2014

did

not

have a material impact on the Company’s financial statements.

May 2017,

the FASB issued ASU

No.

2017

“Scope of Modification Accounting” which clarifies when changes to the terms or conditions of a share-based payment award

must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. ASU

No.

2017

will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods beginning after

December 15, 2017,

with early adoption permitted. The Company does

not

anticipate any material impact on the Company’s financial statements upon adoption.