2. SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc. (formerly Bion Dairy Corporation) ("Projects Group"), Bion Technologies, Inc., BionSoil, Inc., Bion Services , PA-1, and Bion PA 2 LLC; and its majority-owned subsidiary, Centerpoint Corporation ("Centerpoint") (Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at December 31, 2011, the results of operations of the Company for the three and six months ended December 31, 2011 and 2010 and cash flows of the Company for the six months ended December 31, 2011 and 2010. Operating results for the three and six months ended December 31, 2011 are not necessarily indicative of the results that may be expected for the year ending June 30, 2012.

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 the six months ended December 31, 2011 and 2010, the basic and diluted loss per share is the same, as the impact of potential dilutive common shares is anti-dilutive.

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


	December 31, 2011	December 31, 2010
	December 31, 2011	December 31, 2010
Warrants	6,133,753	5,637,616
Options	5,036,145	3,370,833
Convertible debt	126,500	115,500
Convertible preferred stock	31,500	2,264,016

The following is a reconciliation of the denominators of the basic loss per share computations for the three and six months ended December 31, 2011 and 2010:


	Three months ended December 31, 2011		Three months ended December 31, 2010		Six months ended December 31, 2011		Six months ended December 31, 2010




Shares issued – beginning of period	15,682,975		12,807,281		13,730,291		12,754,830
Shares held by subsidiaries (Note 8)	(704,309	)	(704,309	)	(704,309	)	(704,309	)
Shares outstanding – beginning of period	14,978,666		12,102,972		13,025,982		12,050,521
Weighted average shares for fully vested stock bonuses (Note 8)	390,000		-		356,739		-
Weighted average shares issued during the period	449,801		75,630		1,251,924		79,057
Basic weighted average shares – end of period	15,818,467		12,178,602		14,634,645		12,129,578

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

Level 2 – observable inputs other than Level 1, 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 3 – 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.

As of December 31, 2011, the Company had the following financial assets and liabilities which are measured at fair value:


	Level 1	Level 2		Level 3
Other liabilities (Note 7)	-	$	1,009,389	-

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 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.

Recent Accounting Pronouncements:

The Company has evaluated all newly issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company's financial statements.