DISCOUNT DENTAL MATERIALS, INC. (Form: 8-K, Received: 02/10/2012 16:00:14)

UNITED STATES

SECURITIES AND EXCHA NGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest event Reported):	February 10, 2012
	February 9, 2012

Discount Dental Materials, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-543-81

26-1974399

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

92 Corporate Park, C-141

Irvine, CA 92606

(Address of principal executive offices)

949-415-7478

(Registrant’s telephone number, including area code)

2909 Thornton Avenue

Burbank, CA 91504

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of Discount Dental Materials, Inc. and its subsidiaries.

As noted below, the financial disclosure in this Current Report Form 8-K relates to the operations of Cerebain Biotech Corp., a company that is now our wholly-owned subsidiary as a result of the transactions described herein. Cerebain’s fiscal year end is June 30 ^th . Therefore, except as otherwise indicated by the context, references in this report to the “first quarter of 2011” and the “first quarter of 2010” are to the three months ended September 30, 2011 and September 30, 2010, respectively. References to “fiscal 2011” is to the Company’s 2011 fiscal year ended June 30, 2011. References to “fiscal 2010” is to the Company’s 2010 fiscal year ended June 30, 2010.

In addition, unless the context otherwise requires and for the purposes of this report only:

“Discount Dental” or “DDOO” refers to Discount Dental Materials, Inc., a Nevada corporation;

“Commission” refers to the Securities and Exchange Commission;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“Cerebain” refers to Cerebain Biotech Corp., a Nevada company; and

“Securities Act” refers to the Securities Act of 1933, as amended.

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Share Exchange Agreement

On January 17, 2012, we entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) Discount Dental, (ii) Cerebain, and (iii) the shareholders of Cerebain, pursuant to which the holders of 100% of the outstanding common stock of Cerebain transferred to us all of the common stock of Cerebain in exchange for the issuance of 4,556,800 shares (the “Shares”) of our common stock (such transaction, the “Share Exchange”). This transaction closed on February 9, 2012. As a result of the Share Exchange, Cerebain became our wholly-owned subsidiary. We are now a holding company with all of our operations conducted through Cerebain, which primarily consist of researching, developing, and testing medicinal treatments utilizing omentum, as more fully discussed herein

Spinoff Agreement

On January 17, 2012, we entered into a Spinoff Agreement with R. Douglas Barton, who was one of our officers and directors, as well as our largest shareholder, under which we agreed to sell all of our assets in exchange for all of our liabilities and the return by Mr. Barton of 6,000,000 shares of our common stock. This transaction closed on February 9, 2012. As a result of the Spinoff Agreement we ceased to be a company engaged in the disposable dental products market. The Spinoff Agreement was approved by a majority of our shareholders and a majority of our non-interested shareholders.

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On February 9, 2012, we completed the acquisition of Cerebain pursuant to the Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Cerebain is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

On February 9, 2012, we completed the sale of all our assets related to our prior business, disposable dental products, pursuant to the Spinoff Agreement. We sold these assets to R. Douglas Barton, who was one of our officers and directors, as well as our largest shareholder and under the agreement we agreed to sell all of our assets in exchange for all of our liabilities and the return by Mr. Barton of 6,000,000 shares of our common stock. The Spinoff Agreement was approved by a majority of our shareholders and a majority of our non-interested shareholders.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on February 9, 2012, we acquired Cerebain in a reverse acquisition transaction. Item 2.01(f) of Form 8-K provides that if the registrant was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant’s securities subject to the reporting requirements of Section 13of the such Exchange Act upon consummation of the transaction.

Although we do not consider the acquisition of Cerebain sufficient to take us outside the definition of a shell company, since we were a shell company immediately before the reverse acquisition transaction disclosed under Item 2.01 and we are changing our business focus as a result of the acquisition of Cerebain we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form for the purposes of providing full disclosure to our shareholders and the public market. Please note that the information provided below relates to the combined enterprises after the acquisition of Cerebain, except that information relating to periods prior to the date of the reverse acquisition only relate to Cerebain unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Business Overview

Corporate History

We were incorporated in Nevada on December 17, 2007. At the time of our incorporation we were in the business of selling disposable dental supply products at discount prices over the Internet, but have never had any material operations.

Reverse Acquitision of Cerebain

On January 17, 2012, the holders of a majority of our common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of our common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of our outstanding common stock (after taking into account the cancellation of 6,000,000 shares of our common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, we closed a transaction with the shareholders of Cerebain whereby we issued 4,556,800 shares of our common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, we closed a transaction with our primary shareholder, Mr. R. Douglas Barton, whereby we sold all of our assets in exchange for Mr. Barton assuming all of our then-existing liabilities, as well as the return of 6,000,000 shares of our common stock.

As a result of these transactions: (i) Cerebain became our wholly-owned subsidiary, (ii) all of our officers and one of our directors resigned immediately, and we appointed one new director and retained new executive officers; and (iii) we changed our business focus from one selling disposable dental supply products at discount prices over the Internet to one focusing on researching, developing, and testing medicinal treatments utilizing omentum under a patent Cerebain, our now wholly-owned subsidiary, licenses from Dr. Surinder Singh Saini, MD.

Our only operations are conducted through our wholly-owned subsidiary, Cerebain. The term “we” as used throughout this document refers to Discount Dental Materials, Inc. and our wholly-owned subsidiary, Cerebain Biotech Corp. In accordance with financial reporting for reverse merger transactions the financial reporting contained herein is only that of Cerebain and does not include Discount Dental’s financial results.

Under our current business plan we intend to research, develop, and test medicinal treatments utilizing omentum under a patent we license from Dr. Surinder Singh Saini, MD. Our management anticipates that we may form subsidiaries and affiliates to operate different drugs based on the intellectual property.

Agreement with Dr. Saini

On June 10, 2010, we entered into a Patent License Agreement with Dr. Surinder Singh Saini, MD, under which we acquired the exclusive rights to certain intellectual property related to using omentum for treating dementia conditions. Under the agreement we accrued rights fees of $50,000 payable to Dr. Saini, and we issued Dr. Saini 6,600,000 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. As a result Dr. Saini became our largest shareholder.

Subsequently, we paid legal fees totaling $19,300 related to the patent.

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 brain function in an animal including a human. 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 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 stopped or turned back.

Statistics

Affected population worldwide

According to the 2010 World Alzheimer Report, about 35 million people have dementia worldwide. The report stated that this figure is likely to nearly double every 20 years, to nearly 66 million in 2030 and 115 million in 2050.

With regard to Alzheimer's disease which is the main cause of dementia, there are about 4.5 million Americans who have already been diagnosed with Alzheimer's disease and about 1,000 new cases of the disease are diagnosed daily in the United States. After age 65, the chances of developing Alzheimer's disease double every five years. At age 85, people have about a 50 percent chance of developing Alzheimer's.

Cost

The global cost of care for dementia will likely exceed $604 billion this year, or 1 percent of the world's gross domestic product (GDP) according to the 2010 World Alzheimer Report. 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 drastically as the affected population of dementia increases.

Current Approaches to Treating Dementia

Currently, there is no cure for dementia. Certain drugs relieve some of the disease mechanisms (primarily the causes listed as #1 and #2, above) 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 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.

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.

Our Products

Dr. Saini is the inventor of U.S. Patent Application No. 12/361,808 and its foreign counterparts in Europe and Japan. He is one of our founders and a medical advisor to the Company. As a practicing doctor he is a gastrointestinal specialist, and often needs to apply a gastrostomy tube to an abdominal area of a patient for surgical procedures. In some cases when a patient having dementia underwent such surgery, Dr. Saini observed that some of symptoms of dementia became noticeably improved for at least 24 hours or longer after the surgery. These observations led Dr. Saini to a hypothesis that stimulation of omentum can improve conditions related to dementia and such improvement may occur because the stimulation of omentum induces production and/or secretion of some biological agent(s) that can improve such conditions.

Based on these observations, Dr. Saini conducted intensive studies that led to the discovery of a potential breakthrough in the treatment of Alzheimer’s Disease. These breakthroughs are described in Dr. Saini’s pending patent applications, which we have licensed from Dr. Saini under the patent license agreement. More particularly, the pending patent applications describe in detail a variety of methods of isolating several biological agents from the omentum and testing the agents for their activity in treating dementia conditions. The isolation and identification of active biological agents can be done with the omentum tissue obtained from a patient or grown in a petri-dish. Accordingly, methods of producing the omentum tissue, possibly in a large scale, are included in the applications.

Once the active biological agent(s) are identified, a composition (e.g. various forms of medicaments) having such agents can be produced for treatment of a patient. Alternatively, the omentum tissue/extract containing the active agents can be used to produce the composition.

With respect to treatment methods, there is a method of administering the composition having the isolated active biological agents to a patient. The composition can be manufactured in different forms (e.g. oral medication or injection) and can be administered to a patient accordingly. The ability to treat dementia using omentum through oral medication or injection would provide a breakthrough in the treatment of dementia using omentum, which has historically been applied only through a surgical procedure. In addition, methods of monitoring improvement of the disease conditions after the treatment are provided in the applications.

Dr. Saini’s patent application also discloses a method for producing the omentum tissue in a petri-dish. The growth of such material outside of the human body will permit the large scale production of material that can be used as raw materials for treatment and/or further research.

Currently, Dr. Saini has been conducting a series of scientific experiments with other experts in the research area to prove the effect and applicability of the above-listed treatment methods.

Up until now, it has been notoriously difficult to identify effective treatments for Alzheimer’s disease and other forms of dementia. All of the efforts heretofore, have been directed to palliative treatments or addressing the three mechanisms of action discussed above. Many once-promising therapies have been shown to address one or more of the underlying mechanisms of action; however, many such therapies fail in clinical trials because no clear improvement in mental function can be shown. In contrast, Dr. Saini’s invention was developed based on the observation that a clear improvement in mental function was observed in patients whose omentum had been stimulated. Thus, Dr. Saini’s invention was based on the premise that clinical improvement could be obtained rather than on a hope that affecting one of the underlying mechanisms of action would also affect mental functioning.

Another advantage of Dr. Saini’s technology is that patents were written in a manner that permitted all stages of the development of the technology to be covered. Thus, the technology includes the direct stimulation of omentum tissue, which leads to release of the factors that can promote mental functioning. Once it can be proven that such factors exist and are effective, the technology also provides methods for identifying what such relevant factors are and then isolating or producing such factors. To the extent that the omentum itself is necessary to produce such factors, the invention provides that the omentum can be grown in tissue culture and used directly or factors isolated from it. The ability to grow the tissue in culture obviates the need to obtain omentum tissue directly from patients or animals.

Industry Overview

As noted above, according to the 2010 World Alzheimer Report, about 35 million people have dementia worldwide. The report stated that this figure is likely to nearly double every 20 years, to nearly 66 million in 2030 and 115 million in 2050.

Marketing

We plan to launch a marketing campaign using a number of different channels. We plan to work with already established affiliates and partnerships to promote our products to healthcare providers and Alzheimer patients. We also plan to market directly to consumers through direct-to-consumer advertising that communicates the uses, benefits and risks of our products. In addition, we plan to sponsor general advertising to educate the public on Alzheimer’s disease awareness, prevention and wellness, and public health issues.

There have been no significant transactions as of September 30, 2011.

Customers

If we are successful in bringing a product to market, our customers will be consumers suffering through the various stages of Alzheimer’s disease.

Distribution

If we are successful in bringing a product to market we plan to distribute our products principally through wholesalers, but we will also try to sell directly to retailers, hospitals, clinics, government agencies and pharmacies.

Competition

Due to the number of people suffering from dementia, and the projected future numbers, there are several players in the dementia medication market. Four of the five Alzheimer’s disease-inhibiting drugs approved to treat Alzheimer’s in the United States – donepezil (Aricept), galantamine (Razadyne), rivastigmine (Exelon), and tacrine (Cognex) – belong to the same class and essentially work the same way. They reduce the breakdown in the brain of a chemical called acetylcholine, which is a chemical messenger that transmits information from nerve cell to nerve cell. This effectively increases levels of acetylcholine in the brain, and may preserve brain function. These drugs are generally capable, at best, of boosting memory for up to 18 months. After that, patients continue to decline as the disease progresses.

The fifth and most recently approved drug, memantine (Namenda), works differently. It blocks the actions of the neurotransmitter glutamate. Glutamate is needed for memory but too much of it is toxic to nerve cells and it appears that in people with Alzheimer’s, there is too much of it (for unknown reasons).

Of these five drugs currently approved to treat Alzheimer’s in the United States, none of them “cure" Alzheimer’s disease. They are all disease-inhibiting drugs. Studies have found these drugs only treat symptoms of the disease and can slow a person’s mental decline and ease symptoms (especially forgetfulness and confusion), but they do not stop the disease.

All the studies indicate that when people taking any of the Alzheimer’s medicines are compared to those taking a placebo, only 10% to 20% more people taking the drug get a significant, noticeable or sustained response. And it is the rare person who has a strong response, with marked improvement or a significant delay in the worsening of symptoms. By another measure, one team of researchers calculated that for every three to seven people taking an Alzheimer’s drug, only one benefits at all. Unfortunately, there is no way as yet to predict who will respond and who will have little or no benefit.

Disease-arresting drugs, however, would be a game changer. These drugs would target what researchers believe is the root cause of Alzheimer’s: a buildup of protein called beta-amyloid or a-beta (often referred to as plaque) that is poisonous to brain cells. If they work, doctors could administer the drugs during the earlier stages of the disease, when brain damage caused by disease is still manageable. The drugs could then be used to keep the disease in check, giving patients the prospect of going on to live relatively normal lives.

Liability and Insurance

We currently do not maintain a general liability insurance policy. However, we plan on obtaining general liability insurance policy in advance of releasing products. We believe that our anticipated insurance coverage is adequate for the types of products and services that may be marketed in the near future. There can be no assurance, however, that such insurance will be sufficient to cover potential claims or that the present level of coverage, or increased coverage, will be available in the future at a reasonable cost.

Government Regulation

Our research, development and testing of potential products, including clinical trials, will be subject to extensive regulation by numerous governmental authorities in the United States, both federal and state. The sanctions for failure to comply with such laws, regulations, or rules could include denial of the right to conduct business, significant fines, and criminal and civil penalties. An increase in the complexity or substantive requirements of such laws, regulations, or rules could have a material adverse effect on our business. Any change in the current regulatory requirements or related interpretations of regulatory requirement could adversely affect our operations.

Employees

As of the date of this Filing, we do not have any employees. Our sole officer Mr. Gerald A. DeCiccio, is an independent contractor.

Intellectual Property

Currently, our only intellectual property is the patent we are licensing from Dr. Saini described above. Other than that and our trade secrets and proprietary know-how, we do not have any other intellectual property.

Facilities

Our principal executive and administrative offices are currently located at 92 Corporate Park, C-141, Irvine, CA 92606.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

Risks Related to Our Business

We have a limited operating history and no historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully implement our existing and new products and services. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated in Nevada on December 17, 2007. Our business to date business focused on selling disposable dental supply products at discount prices over the Internet, but we did not have any material operations. Cerebain also has a very limited operating history and no substantial operations to date. We have no current operations and our only asset other than cash is our rights under that certain Patent License Agreement with Dr. Surinder Singh Saini, MD, dated June 10, 2010. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We are an early stage development company with a limited operating history and no current operations.

We are an early stage development company, having been incorporated on December 17, 2007, with our wholly-owned subsidiary, Cerebain, only incorporated on February 22, 2010. We have a limited operating history with no current operations and our only assets other than cash are our Patent Rights and Computer Equipment. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations.

We may not be able to meet our future capital needs.

To date, we have not generated any revenue and we have no cash liquidity and capital resources. Our future capital requirements will depend on many factors, including our ability to develop our products, cash flow from operations, and competing market developments. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our product development and commercialization efforts may be reduced or discontinued and we may not be able to continue operations.

We have historically experienced negative cash flows from operations since our inception and we expect the negative cash flows from operations to continue for the foreseeable future. Unless and until we are able to generate revenues, we expect such losses to continue for the foreseeable future. As discussed in our financial statements, there exists substantial doubt regarding our ability to continue as a going concern.

Product development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings, and licensing our future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products. Based on our current projections, we believe we have insufficient cash on hand to meet our obligations as they become due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

If we are unable to meet our future capital needs, we may be required to reduce or curtail operations.

To date, we have relied on funding from our founders and private investment to fund operations. We have extremely limited cash liquidity and capital resources. Our future capital requirements will depend on many factors, including our ability to successfully test, develop, and bring to market products based on the intellectual property we are licensing under the Patent License Agreement with Dr. Surinder Singh Saini, MD, dated June 10, 2010 (“License Agreement”), manage our cash flow from operations, and competing market developments. Our business plan requires additional funding. Consequently, although we currently have no specific plans or arrangements for financing, we intend to raise additional funds through private placements or other financings. Any equity financings would result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we may be required to reduce or curtail operations. We anticipate that our existing capital resources are inadequate to satisfy our operating expenses and capital requirements for the next 12 months. However, this estimate of expenses and capital requirements may prove to be inaccurate. Additionally, we have substantial financial obligations under the License Agreement, which will require additional funds to be raised by us in the future. If we are not able to raise these funds it may put us in breach under the License Agreement and/or not enable us to properly prosecute the patent application that is the subject of the License Agreement.

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our financial statements as of June 30, 2011 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to our need to obtain additional financing and expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are continually evaluating opportunities to raise additional funds through public or private equity financings, as well as evaluating prospective business partners, and will continue to do so. However, if adequate funds are not available to us when we need it, and we are unable to enter into some form of strategic relationship that will give us access to additional cash resources, we will be required to even further curtail our operations which would, in turn, further raise substantial doubt about our ability to continue as a going concern.

Current economic conditions and capital markets are in a period of disruption and instability which could adversely affect our ability to access the capital markets, and thus adversely affect our business and liquidity.

The current economic conditions and financial crisis have had, and will continue to have, a negative impact on our ability to access the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

Because we face intense competition, we may not be able to operate profitably in our markets.

The market for our product is highly competitive and is becoming more so, which could hinder our ability to successfully market our products. We may not have the resources, expertise or other competitive factors to compete successfully in the future. We expect to face additional competition from existing competitors and new market entrants in the future. Many of our competitors have greater name recognition and more established relationships in the industry than we do. As a result, these competitors may be able to:

develop and expand their product offerings more rapidly;

adapt to new or emerging changes in customer requirements more quickly;

take advantage of acquisition and other opportunities more readily; and

devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.

We may not be able to compete with our competitors in the Biotechnology Industry because many of them have greater resources than we do and they are further along in their development efforts.

The pharmaceutical and biotechnology industry is intensely competitive and subject to rapid and significant technological change. Many of the drugs that we are attempting to discover or develop will be competing with existing therapies. Some or all of these companies may have greater financial resources, larger technical staffs, and larger research budgets than we have, as well as greater experience in developing products and running clinical trials. We expect to continue to experience significant and increasing levels of competition in the future. In addition, there may be other companies which are currently developing competitive technologies and products or which may in the future develop technologies and products that are comparable or superior to our technologies and products.

Our business depends substantially on the continuing efforts of our senior management and other key personnel, and our business may be severely disrupted if we lost their services.

Our future success heavily depends on the continued service of our senior management and other key employees. In particular, we rely on the expertise and experience of Gerald DeCiccio, our Chief Executive Officer and President. If one or more of our senior executives are unable or unwilling to continue to work for us in their present positions, we may have to spend a considerable amount of time and resources searching, recruiting, and integrating the replacements into our operations, which would substantially divert management’s attention from our business and severely disrupt our business. This may also adversely affect our ability to execute our business strategy. Moreover, if any of our senior executives joins a competitor or forms a competing company, we may lose customers, suppliers, know-how, and key employees.

Our senior management’s limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.

Our senior management team has relatively limited experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

If we are unable to attract and retain key personnel, we may not be able to compete effectively in our market.

Our success will depend, in part, on our ability to attract and retain key management beyond what we have today. We will attempt to enhance our management and technical expertise by recruiting qualified individuals who possess desired skills and experience in certain targeted areas. Our inability to retain employees and attract and retain sufficient additional employees, and information technology, engineering and technical support resources, could have a material adverse effect on our business, financial condition, results of operations and cash flows. The loss of key personnel could limit our ability to develop and market our products.

We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.

We may experience rapid growth and development in a relatively short period of time by aggressively marketing our products, once developed. The management of this growth will require, among other things, continued development of our financial and management controls and management information systems, stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel and the training of new personnel. We intend to hire additional personnel in order to manage our expected growth and expansion. Failure to successfully manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.

Our future research and development projects may not be successful.

The successful development of pharmaceutical products can be affected by many factors. Products that appear to be promising at their early phases of research and development may fail to be commercialized for various reasons, including the failure to obtain the necessary regulatory approvals. In addition, the research and development cycle for new products for which we may obtain an approval certificate is long.

There is no assurance that all of our future research and development projects will be successful or completed within the anticipated time frame or budget or that we will receive the necessary approvals from relevant authorities for the production of these newly developed products, or that these newly developed products will achieve commercial success. Even if such products can be successfully commercialized, they may not achieve the level of market acceptance that we expect.

We do not currently have any products and the development of products, including clinical trials, are expensive, time-consuming and difficult to design and implement.

We do not currently have any products and the development of products, including clinical trials, are expensive, time-consuming and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. The research, testing and development process for new drugs is time-consuming and expensive. The clinical trial process is also expensive, time consuming, failure can occur at any stage of the trials, and we could encounter problems that cause us to abandon or repeat clinical trials. The commencement and completion of clinical trials may be delayed by several factors, including:

unforeseen safety issues;

determination of dosing issues;

lack of effectiveness during clinical trials;

slower than expected rates of patient recruitment;

inability to monitor patients adequately during or after treatment; and

inability or unwillingness of medical investigators to follow our clinical protocols

In addition, we (or the FDA), may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks or if the regulatory bodies find serious deficiencies in our investigational new drug, submissions or the conduct of these trials. Therefore, we cannot predict with any certainty the schedule for future clinical trials.

We do not have experience as a company conducting Early-Stage or Large-Scale clinical trials, or in other areas required for the successful commercialization and marketing of our product candidates.

Negative or limited results from any current or future clinical trial could delay or prevent further development of our product candidates which would adversely affect our business.

We have no experience as a Company in conducting early-stage, large-scale, late-stage clinical trials. In part because of this limited experience, we cannot be certain that planned clinical trials will begin or be completed on time, if at all. Large-scale trials would require either additional financial and management resources, or reliance on third-party clinical investigators, clinical research organizations (“CROs”) or consultants. Relying on third-party clinical investigators or CROs may force us to encounter delays that are outside of our control. Any such delays could have a material adverse effect on our business.

We also do not currently have marketing and distribution capabilities for our product candidates. Developing an internal sales and distribution capability would be an expensive and time-consuming process. We may enter into agreements with third parties that would be responsible for marketing and distribution. However, these third parties may not be capable of successfully selling any of our product candidates. The inability to commercialize and market our product candidates could materially affect our business.

Failure to recruit, enroll, and retain patients for clinical trials may cause the development of our product candidates to be delayed or development costs to increase substantially.

We may experience delays in patient enrollment for our clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. The enrollment of subjects depends on many factors, including:

the patient eligibility criteria defined in the protocol;

the size of the patient population required for analysis of the trial’s primary endpoints;

the proximity of patients to study sites;

the design of the trial;

our ability to recruit clinical trial investigators with the appropriate competencies and experience;

our ability to obtain and maintain patient consents;

the risk that patients enrolled in clinical trials will drop out of the trials before completion; and

competition for patients by clinical trial programs for other treatments.

Our clinical trials compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition reduces the number and types of subjects available to us, because some patients who might have opted to enroll in our trials opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which reduces the number of subjects who are available for our clinical trials in such clinical trial site. Delays in patient enrollment in the future as a result of these and other factors may result in increased costs or may affect the timing or outcome of our clinical trials, which could prevent us from completing these trials and adversely affect our ability to advance the development of our product candidates.

The results of our clinical trials may not support our product candidate claims .

Even if our clinical trials are completed as planned, we cannot be certain that these results will support our product candidate claims. Success in pre-clinical testing and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the results of later clinical trials will replicate the results of prior clinical trials and pre-clinical testing. The clinical trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses. This failure would cause us to abandon a product candidate and may delay development of other product candidates.

Any products we develop may not achieve or maintain widespread market acceptance.

The success of any products we develop based on the intellectual property will be highly dependent on market acceptance. We believe that market acceptance of any products will depend on many factors, including, but not limited to:

the perceived advantages of our products over competing products and the availability and success of competing products;

the effectiveness of our sales and marketing efforts;

our product pricing and cost effectiveness;

the safety and efficacy of our products and the prevalence and severity of adverse side effects, if any; and

publicity concerning our products, product candidates or competing products.

If our products fail to achieve or maintain market acceptance, or if new products are introduced by others that are more favorably received than our products, are more cost effective or otherwise render our products obsolete, we may experience a decline in demand for our products. If we are unable to market and sell any products we develop successfully, our business, financial condition, results of operations and future growth would be adversely affected.

Developments by competitors may render our products or technologies obsolete or non-competitive.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological changes. A large number of companies are pursuing the development of pharmaceuticals that target the same diseases and conditions that we are targeting. We face competition from pharmaceutical and biotechnology companies in the United States and other countries. In addition, companies pursuing different but related fields represent substantial competition. Many of these organizations competing with us have substantially greater capital resources, larger research and development staffs and facilities, longer drug development history in obtaining regulatory approvals and greater manufacturing and marketing capabilities than we do. These organizations also compete with us to attract qualified personnel and parties for acquisitions, joint ventures or other collaborations.

Our drug-development program will depend upon third-party research scientists who are not subject to our control.

We will depend upon independent investigators and collaborators, such as universities and medical institutions, to conduct our pre-clinical and clinical trials under agreements with us. These collaborators are not our employees and we cannot control the amount or timing of resources that they devote to our programs. These investigators may not assign as great a priority to our programs or pursue them as diligently as we would if we were undertaking such programs ourselves. If outside collaborators fail to devote sufficient time and resources to our drug-development programs, or if their performance is substandard, the approval of our applications, if any, and our introduction of new drugs, if any, will be delayed. These collaborators may also have relationships with other commercial entities, some of which may compete with us. If our collaborators assist our competitors at our expense, our competitive position and business could be materially and adversely affected.

We may have significant product liability exposure because we maintain only limited product liability insurance.

We face an inherent business risk of exposure to product liability claims in the event that the administration of one of our drugs during a clinical trial adversely affects or causes the death of a patient. Product liability insurance is expensive, difficult to obtain and may not be available in the future on acceptable terms, if at all. Our inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims in excess of our insurance coverage, if any, or a product recall, could negatively impact our financial position and results of operations.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property and technology. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

Issued patents may not provide us with any competitive advantages;

Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or

Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

If we fail to obtain or maintain applicable regulatory clearances or approvals for our products, or if such clearances or approvals are delayed, we will be unable to distribute our products in a timely manner, or at all, which could significantly disrupt our business and materially and adversely affect our sales and profitability.

The sale and marketing of our products are subject to regulation in the countries where we intend to conduct business. For a significant portion of our products, we need to obtain and renew licenses and registrations with the FDA, and its equivalent in other markets. The processes for obtaining regulatory clearances or approvals can be lengthy and expensive, and the results are unpredictable. If we are unable to obtain clearances or approvals needed to market existing or new products, or obtain such clearances or approvals in a timely fashion, our business would be significantly disrupted, and our sales and profitability could be materially and adversely affected.

In particular, as we enter foreign markets, we lack the experience and familiarity with both the regulators and the regulatory systems, which could make the process more difficult, more costly, more time consuming and less likely to succeed.

If we fail to comply with regulatory requirements, regulatory agencies may take action against us, which could significantly harm our business.

Marketed products, along with the manufacturing processes, post-approval clinical data, labeling, advertising and promotional activities for these products, are subject to continual requirements and review by the FDA and other regulatory bodies. In addition, regulatory authorities subject a marketed product, its manufacturer and the manufacturing facilities to ongoing review and periodic inspections. We will be subject to ongoing FDA requirements, including required submissions of safety and other post-market information and reports, registration requirements, current Good Manufacturing Practices (“cGMP”) regulations, requirements regarding the distribution of samples to physicians and recordkeeping requirements.

The cGMP regulations also include requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation. Regulatory agencies may change existing requirements or adopt new requirements or policies. We may be slow to adapt or may not be able to adapt to these changes or new requirements.

We face uncertainty related to healthcare reform, pricing and reimbursement, which could reduce our revenue.

In the United States, President Obama signed in March 2010 the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, “PPACA”), which is expected to substantially change the way health care is financed by both governmental and private payors. PPACA provides for changes to extend medical benefits to those who currently lack insurance coverage, encourages improvements in the quality of health care items and services, and significantly impacts the U.S. pharmaceutical industry in a number of ways, further listed below. By extending coverage to a larger population, PPACA may substantially change the structure of the health insurance system and the methodology for reimbursing medical services, drugs and devices. These structural changes could entail modifications to the existing system of private payors and government programs, such as Medicare, Medicaid and State Children’s Health Insurance Program, as well as the creation of a government-sponsored healthcare insurance source, or some combination of both. Such restructuring of the coverage of medical care in the United States could impact the extent of reimbursement for prescribed drugs, including our product candidates, biopharmaceuticals, and medical devices. Some of the specific PPACA provisions, among other things:

Establish annual, non-deductible fees on any entity that manufactures or imports certain branded prescription drugs and biologics, beginning 2011;

Increase minimum Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program;

Extend manufacturers’ Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations;

Establish a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research;

Require manufacturers to participate in a coverage gap discount program, under which they must agree to offer 50 percent point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be covered under Medicare Part D, beginning 2011; and

Increase the number of entities eligible for discounts under the Public Health Service pharmaceutical pricing program, effective January 2010.

If future reimbursement for approved product candidates, if any, is substantially less than we project, or rebate obligations associated with them are substantially increased, our business could be materially and adversely impacted.

In addition, both the federal and state governments in the United States and foreign governments continue to propose and pass new legislation affecting coverage and reimbursement policies, which are designed to contain or reduce the cost of health care. Further federal and state proposals and healthcare reforms are likely, which could limit the prices that can be charged for the product candidates that we develop and may further limit our commercial opportunity. There may be future changes that result in reductions in current coverage and reimbursement levels for our products, if commercialized, and we cannot predict the scope of any future changes or the impact that those changes would have on our operations.

If we market products in a manner that violates health care fraud and abuse laws, we may be subject to civil or criminal penalties.

We are also subject to healthcare fraud and abuse regulation and enforcement by both the federal government and the states in which we conduct our business. The laws that may affect our ability to operate include:

the federal healthcare programs’ Anti-Kickback Law, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs;

federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent;

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; and

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payor, including commercial insurers.

If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from governmental health care programs, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results. The risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Further, the recently enacted PPACA, among other things, amends the intent requirement of the federal anti-kickback and criminal health care fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the PPACA provides that the government may assert that a claim including items or services resulting from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the false claims statutes. Moreover, some states, such as California, Massachusetts and Vermont, mandate implementation of commercial compliance programs to ensure compliance with these laws. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

In addition, there has been a recent trend of increased federal and state regulation of payments made to physicians for marketing, including the tracking and reporting of gifts, compensation, and other remuneration to physicians. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

The PPACA also imposes new reporting and disclosure requirements on drug manufacturers for any “transfer of value” made or distributed to prescribers and other healthcare providers, effective March 30, 2013. Such information will be made publicly available in a searchable format beginning September 30, 2013. In addition, drug manufacturers will also be required to report and disclose any investment interests held by physicians and their immediate family members during the preceding calendar year. Failure to submit required information may result in civil monetary penalties of up to an aggregate of $150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), for all payments, transfers of value or ownership or investment interests not reported in an annual submission. Finally, under PPACA, effective April 1, 2012, pharmaceutical manufacturers and distributors must provide the U.S. Department of Health and Human Services with an annual report on the drug samples they provide to physicians.

We expect to rely entirely on third parties for international registration, sales and marketing efforts.

In the event that we attempt to enter into international markets, we expect to rely on collaborative partners to obtain regulatory approvals and to market and sell our product(s) in those markets. We have not yet entered into any collaborative arrangement. We may be unable to enter into any other arrangements on terms favorable to us, or at all, and even if we are able to enter into sales and marketing arrangements with collaborative partners, we cannot assure you that their sales and marketing efforts will be successful. If we are unable to enter into favorable collaborative arrangements in international markets, or if our collaborators’ efforts are unsuccessful, our ability to generate revenues from international product sales will suffer.

We may become subject to litigation for infringing the intellectual property rights of others.

Others may initiate claims against us for infringing on their intellectual property rights. We may be subject to costly litigation relating to such infringement claims and we may be required to pay compensatory and punitive damages or license fees if we settle or are found culpable in such litigation, we may be required to pay damages, including punitive damages. In addition, we may be precluded from offering products that rely on intellectual property that is found to have been infringed by us. We also may be required to cease offering the affected products while a determination as to infringement is considered. These developments could cause a decrease in our operating income and reduce our available cash flow, which could harm our business and cause our stock price to decline.

We hold a limited amount of insurance coverage, and if we were found liable for an uninsured claim, or claim in excess of our insurance limits, we may be forced to expend significant capital to resolve the uninsured claim.

We contract for a limited amount of insurance to cover potential risks and liabilities, including, but not limited to, Director and Officer insurance and General Liability insurance. If we decide to obtain additional insurance coverage in the future, it is possible that: (1) we may not be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. This could leave us exposed to potential uninsured claims for which we could have to expend significant amounts of capital resources. Consequently, if we were found liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our operating capital to resolve the uninsured claim.

Risks Related to Ownership of Our Common Stock

Our Articles of Incorporation authorize our board of directors to issue new series of preferred stock that may have the effect of delaying or preventing a change of control, which could adversely affect the value of your shares.

Our articles of incorporation provide that our board of directors will be authorized to issue from time to time, without further stockholder approval, up to 1,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, rights of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. Such shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights. We may issue additional preferred stock in ways which may delay, defer or prevent a change of control of our company without further action by our stockholders. Such shares of preferred stock may be issued with voting rights that may adversely affect the voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.

Our Articles of Incorporation limits the liability of members of the Board of Directors.

Our Articles of Incorporation limits the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions, to the fullest extent allowed. We are organized under Nevada law. Accordingly, except in limited circumstances, our directors will not be liable to our stockholders for breach of their fiduciary duties.

Provisions of our Articles of Incorporation, bylaws and Nevada corporate law have anti-takeover effects.

Some provisions in our Articles of Incorporation and bylaws could delay or prevent a change in control of us, even if that change might be beneficial to our stockholders. Our Articles of Incorporation and bylaws contain provisions that might make acquiring control of us difficult, including provisions limiting rights to call special meetings of stockholders and regulating the ability of our stockholders to nominate directors for election at annual meetings of our stockholders. In addition, our board of directors has the authority, without further approval of our stockholders, to issue common stock having such rights, preferences and privileges as the board of directors may determine. Any such issuance of common stock could, under some circumstances, have the effect of delaying or preventing a change in control of us and might adversely affect the rights of holders of common stock.

In addition, we are subject to Nevada statutes regulating business combinations, takeovers and control share acquisitions, which might also hinder or delay a change in control of us. Anti-takeover provisions in our certificate of incorporation and bylaws, anti-takeover provisions that could be included in the common stock when issued and the Nevada statutes regulating business combinations, takeovers and control share acquisitions can depress the market price of our securities and can limit the stockholders’ ability to receive a premium on their shares by discouraging takeover and tender offer bids, even if such events could be viewed by our shareholders or others as beneficial transactions.

Our common stock has a limited trading market, which could affect your ability to sell shares of our common stock and the price you may receive for our common stock.

Our common stock is currently traded in the over-the-counter market and “bid” and “asked” quotations regularly appear on the OTC Bulletin Board under the symbol “DDOO.” There is only limited trading activity in our securities. We have a relatively small public float compared to the number of our shares outstanding. Accordingly, we cannot predict the extent to which investors’ interest in our common stock will provide an active and liquid trading market. Due to our limited public float, we may be vulnerable to investors taking a “short position” in our common stock, which would likely have a depressing effect on the price of our common stock and add increased volatility to our trading market. The volatility of the market for our common stock could have a materially adverse effect on our business, results of operations and financial condition. There cannot be any guarantee that an active trading market for our securities will develop or, if such a market does develop, will be sustained. Accordingly, investors must be able to bear the financial risk of losing their entire investment in our common stock.

Our common stock is quoted only on The OTC Bulletin Board, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on The OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or The NASDAQ Stock Market. The quotation of our shares on The OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock, and could have a long-term adverse impact on our ability to raise capital in the future.

If we are unable to adequately fund our operations, we may be forced to voluntarily file for deregistration of our common stock with the Commission.

Compliance with the periodic reporting requirements required by the Commission consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us. If we are unable to continue to devote adequate funding and the resources needed to maintain such compliance, while continuing our operations, we may be forced to deregister with the Commission. If we file for deregistration, our common stock will no longer be listed The OTC Bulletin Board, and it may suffer a decrease in or absence of liquidity as after the deregistration process is complete, our common stock will only be tradable on the OTC Markets “Pink Sheets.”

Our operating results may fluctuate significantly, and these fluctuations may cause our stock price to decline.

Operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, and other factors. If results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.

The forward looking statements contained in this Filing may prove incorrect.

This Filing contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for developing products based on our intellectual property; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the wound care industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Filing will, in fact, transpire.

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring complementary businesses, by acquiring or licensing additional brands, or by establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of its securities.

The market price of our common stock may be volatile and may be affected by market conditions beyond our control.

The market price of our common stock is subject to significant fluctuations in response to, among other factors:

variations in our operating results and market conditions specific to Biomedical Industry companies;

changes in financial estimates or recommendations by securities analysts;

announcements of innovations or new products or services by us or our competitors;

the emergence of new competitors;

operating and market price performance of other companies that investors deem comparable;

changes in our board or management;

sales or purchases of our common stock by insiders;

commencement of, or involvement in, litigation;

changes in governmental regulations; and

general economic conditions and slow or negative growth of related markets.

In addition, if the market for stocks in our industry, or the stock market in general, experience a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to the board of directors and management.

We do not intend to pay dividends for the foreseeable future, and you must rely on increases in the market prices of our common stock for returns on your investment.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The Commission has adopted regulations which generally define so-called “penny stocks” as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our shares of common stock become a “penny stock”, we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock if the Commission finds that such a restriction would be in the public interest.

Compliance with rules and regulations concerning corporate governance may be costly, which could harm our business.

We will continue to incur significant legal, accounting and other expenses to comply with regulatory requirements. The Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission has required and will require us to make changes in our corporate governance, public disclosure and compliance practices. In addition, we have incurred significant costs and will continue to incur costs in connection with ensuring that we are in compliance with rules promulgated by the Securities and Exchange Commission regarding internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Compliance with these rules and regulations has increased our legal and financial compliance costs, which have had, and may continue to have, an adverse effect on our profitability.

Our internal financial reporting procedures are still being developed. We will need to allocate significant resources to meet applicable internal financial reporting standards .

We have adopted disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we submit under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to management, including principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. We are taking steps to develop and adopt appropriate disclosure controls and procedures.

These efforts require significant time and resources. If we are unable to establish appropriate internal financial reporting controls and procedures, our reported financial information may be inaccurate and we will encounter difficulties in the audit or review of our financial statements by our independent auditors, which in turn may have material adverse effects on our ability to prepare financial statements in accordance with generally accepted accounting principles in the United States of America and to comply with SEC reporting obligations.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

We are subject to Section 404 of the Sarbanes-Oxley Act of 2002. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accomplishing these critical functions. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, in connection with, Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5 (“AS 5”) which requires annual management assessments of the effectiveness of our internal controls over financial reporting. Although we intend to augment our internal control procedures and expand our accounting staff, there is no guarantee that this effort will be adequate.

Our management, including our chief executive officer and principal financial officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud involving a company have been, or will be, detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become ineffective because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future. A material weakness in our internal controls over financial reporting would require management and our independent registered public accounting firm to consider our internal controls as ineffective. If our internal controls over financial reporting are not considered effective, we may experience a loss of public confidence, which could have an adverse effect on our business and on the market price of our common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The financial data for fiscal 2011 and 2010 discussed below is derived from the audited financial statements of Cerebain. The audited financial statements of Cerebain for fiscal 2011 and 2010 are prepared and presented in accordance with generally accepted accounting principles in the United States. The financial data for the three months ended September 30, 2011 and 2010 discussed below is derived from the unaudited financial statements of Cerebain. The financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes of Cerebain contained elsewhere herein. The financial statements contained elsewhere fully represent Cerebain’s financial condition and operations; however, they are not indicative of our future performance.

Overview

Agreement with Dr. Saini

Subsequently, we paid legal fees totaling $19,300 related to the patent.

Overview of Dementia and Alzheimer’s Disease

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.

Statistics

Affected population worldwide

According to the 2010 World Alzheimer Report this year, about 35 million people have dementia worldwide. The report stated that this figure is likely to nearly double every 20 years, to nearly 66 million in 2030 and 115 million in 2050.

Cost

Current approaches to treating dementia

Omentum and its Use in Treating Dementia

Omentum Overview

Use of Omentum in Treating Dementia

Recent Developments

Reverse Acquisition of Cerebain

On January 17, 2012, the holders of a majority of Discount Dental’s common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of its common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of Discount Dental’s outstanding common stock (after taking into account the cancellation of 6,000,000 shares of Discount Dental’s common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, Discount Dental closed a transaction with the shareholders of Cerebain whereby it issued 4,556,800 shares of Discount Dental’s common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, Discount Dental closed a transaction with its primary shareholder, Mr. R. Douglas Barton, whereby Discount Dental sold all of its assets in exchange for Mr. Barton assuming all of our then-existing liabilities, as well as the return of 6,000,000 shares of Discount Dental’s common stock.

As a result of these transactions: (i) Cerebain became Discount Dental’s wholly-owned subsidiary, (ii) all of its officers and one of its directors resigned immediately, and Discount Dental appointed one new director and retained new executive officers; and (iii) Discount Dental changed its business focus from one selling disposable dental supply products at discount prices over the Internet to one focusing on researching, developing, and testing medicinal treatments utilizing omentum under a patent Cerebain, its now wholly-owned subsidiary, licenses from Dr. Surinder Singh Saini, MD.

Discount Dental’s only operations are conducted through its wholly-owned subsidiary, Cerebain. In accordance with financial reporting for reverse merger transactions the financial reporting contained herein is only that of Cerebain and does not include Discount Dental’s financial results.

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 developmental stage company and have not generated significant 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 (“MD&A”) or Plan of Operations of Cerebain includes the following sections:

Plan of Operations

Results of Operations

Liquidity and Capital Resources

Capital Expenditures

Going Concern

Critical Accounting Policies

Off-Balance Sheet Arrangements

Plan of Operations

As a development-stage enterprise, we have had no operating revenues through September 30, 2011. At September 30, 2011 our cash balance was negligible.

Our plan of operations consists of:

We will work with device manufacturers’ to develop a medical device while also pursuing with researchers and universities to develop a synthetic drug solution.

Raising additional capital with which to develop a medical device solution, pursuing research for a synthetic drug solution, develop a sales and administrative infrastructure and fund ongoing operations until our operations generate positive cash flow.

We will be working with already established affiliates and partnerships to promote our products to healthcare providers and Alzheimer patients. We will also market directly to consumers through direct-to-consumer advertising that communicates the uses, benefits and risks of our products. In addition, we will sponsor general advertising to educate the public on Alzheimer’s disease awareness, prevention and wellness, and public health issues.

However, we cannot assure you that we will be successful in raising additional capital to implement our business plan. Further, we cannot assure you, assuming that we raise additional funds, that we will achieve profitability or positive cash flow. If we are not able to timely and successfully raise additional capital and/or achieve profitability and positive cash flow, our operating business, financial condition, cash flows and results of operations may be materially and adversely affected.

Results of Operations

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

Revenue

For the three months ended September 30, 2011 and September 30, 2010, we have not generated any revenues.

Operating expenses

Operating expenses increased by $8,965, or 9.2 %, to $106,578 in the three months ended September 30, 2011 from $97,613 in the three months ended September 30, 2010 primarily due to our increase in consulting services costs, as well as, an increase in travel and investor relations.

Operating expenses for the three months ended September 30, 2011 were comprised primarily of $88,500 in consulting services costs; investor relations costs of $10,000; travel costs of $6,000; depreciation expense of $214; and $1,864 of other operating expenses, primarily accounting and legal costs.

Operating expenses for the three months ended September 30, 2010 were comprised primarily of $85,500 in consulting services costs; compensation expense of $10,650 for founder’s shares; travel costs of $764; and $699 of other operating expenses, primarily legal costs.

Net loss before income taxes

Net loss before income taxes for the three months ended September 30, 2011 totaled $106,578 primarily due to consulting services costs and investor relation costs compared to $97,613 for the three months ended September 30, 2010 primarily due to consulting services costs and compensation expense.

Assets and Liabilities

Assets were $77,967 as of September 30, 2011. Assets consisted primarily of cash of $1,069, computer equipment of $988, and patent rights of $75,900. Liabilities were $500,936 as of September 30, 2011. Liabilities consisted primarily of accounts payable of $4,536, related party payable of $432,110, notes payable to stockholders of $62,490, and income taxes payable of $1,800.

Stockholders’ Deficit

Stockholders’ deficit was $(422,969) as of September 30, 2011. Stockholder’s deficit consisted primarily of shares issued to founders and recorded as compensation in the amount of $13,900, shares issued for fundraising totaling $167,800, net of issuance costs, offset primarily by the deficit accumulated during the development stage of $611,269 at September 30, 2011.

Fiscal Year Ended June 30, 2011 Compared to Fiscal Year Ended June 30, 2010

Revenue

For the fiscal years ended June 30, 2011 and June 30, 2010, we have not generated any revenues.

Operating expenses

Operating expenses increased by $271,093, or 233.9 %, to $386,992 in the fiscal year ended June 30, 2011 from $115,899 in the fiscal year ended June 30, 2010 primarily due to our increase in consulting services costs, as well as, an increase in travel and compensation expenses.

Operating expenses for the fiscal year ended June 30, 2011 were comprised primarily of $351,813 in consulting services costs; compensation expense of $10,650; travel costs of $14,128; depreciation expense of $499; and $9,902 of other operating expenses, primarily accounting and legal costs.

Operating expenses for the fiscal year ended June 30, 2010 were comprised primarily of $112,000 in consulting services costs; legal costs of $3,869; and $30 of other operating expenses.

Net loss before income taxes

Net loss before income taxes for the fiscal year ended June 30, 2011 totaled $386,992 primarily due to consulting services costs and compensation expense compared to $115,899 primarily due to consulting services costs and legal costs.

Liquidity and Capital Resources

General – Overall, we had an increase in cash flows of $323 in the three months ending September 30, 2011 resulting from cash provided by financing activities of $65,800, offset partially by cash used in operating activities of $65,477.

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


		Three Months Ended September 30,
		2011		2010

Cash at beginning of period	$	746	$	220
Net cash used in operating activities		(65,477)		(1,412)
Net cash used in investing activities		--		(12,000)
Net cash provided by financing activities		65,800		19,490
Cash at end of period	$	1,069	$	6,298

Cash Flows from Operating Activities – For the three months ending September 30, 2011, net cash used in operations was $65,477 compared to net cash used in operations of $1,412 for the three months ending September 30, 2010. Net cash used in operations was primarily due to a net loss of $(106,578) for the three months ended September 30, 2011, depreciation expense of $214, and the changes in operating assets and liabilities of $40,887, primarily due to the increase in related party payables.

Cash Flows from Investing Activities – Net cash flows used in investing activities was $0 in the three months ending September 30, 2011, compared to net cash used of $12,000 in the same period in 2010. Net cash used in investing in the three months ended September 30, 2010 was primarily due to the maintenance of patent rights of $12,000.

Cash Flows from Financing Activities – Net cash flows provided by financing activities in the three months ending September 30, 2011 was $65,800, compared to net cash provided of $19,490 in the same period in 2010. The increase in net cash provided by financing activities was mainly due to proceeds from issuance of common stock, net of offering costs, of $8,800, and notes payable to stockholders, net of repayments, of $57,000.

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 (see “Risk Factors”), 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. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. 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.

Short-Term Note Payables

In fiscal year 2011, Cerebain borrowed $19,490 from a stockholder for working capital purposes. The note payable pays no interest and is unsecured. As of June 30, 2011, the balance outstanding was $5,490.

On July 31, 2011, Cerebain entered into an unsecured $60,000 promissory note (“Promissory Note”) with a stockholder. The Promissory Note matures on April 13, 2012 and pays interest at six (6) percent per annum at maturity.

On October 13, 2011, the Company entered into a $100,000 convertible note (“Convertible Note”) with a third party.

The Convertible Note matures in six (6) months, pays interest at six (6) percent per annum at maturity, the holder is entitled to convert at $0.40 per share into the Company’s common stock, and provide for potential adjustments, as defined.

To properly account for this transaction, the Company performed a detailed analysis to obtain a thorough understanding of the transaction, including understanding the terms of each instrument issued.

In accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options ”, conventional convertible debt is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a nondetachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety.

In addition, there was no beneficial conversion feature since the conversion price was not lower than the estimated fair value of the Company’s common stock on the date of the transaction

On February 1, 2012, Cerebain entered into an unsecured $80,000 promissory note (“Promissory Note”) with a stockholder. The Promissory Note matures on April 13, 2012 and pays interest at six (6) percent per annum at maturity.

Equity Financing

On January 3, 2012, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 20,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $9,000, net of offering costs of $1,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On December 8, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 84,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for $36,960, net of offering costs of $5,040. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On December 1, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 270,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for $118,800, net of offering costs of $16,200. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On November 21, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 250,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for $110,000, net of offering costs of $15,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On November 18, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued them 150,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for approximately $66,657, net of offering costs of approximately $10,343. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On October 28, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 450,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for $198,000, net of offering costs of $27,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On July 1, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 10,000 Units (each a “Unit” and collectively the “Units”), with each Unit consisting of Two (2) shares of common stock and One (1) warrant to purchase One (1) share of common stock (each a “Warrant” and collectively the “Warrants”) at a price per Unit of $1.00 for a total of $8,800, net of offering costs of $1,200. The common stock is restricted in accordance with Rule 144. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On May 17, 2011, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 20,000 Units (each a “Unit” and collectively the “Units”), with each Unit consisting of Two (2) shares of common stock and One (1) warrant to purchase One (1) share of common stock (each a “Warrant” and collectively the “Warrants”) at a price per Unit of $1.00 for a total of 18,000, net of offering costs of $2,000. The common stock is restricted in accordance with Rule 144. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

The warrants are exercisable for a term of two years at an exercise price of $1.00 per share. The warrants also contain anti-dilution provisions, including but not limited to, if the Company has a stock split, stock dividend, spin-off, reclassification, combination of shares or similar corporate rearrangement, the conversion price of the warrants will proportionately be adjusted. The warrants were converted into warrants to purchase DDOO common stock at the close of the Share Exchange transaction at the ratio of one share of DDOO common stock for every five shares of Cerebain common stock, with a corresponding five times increase in the conversion price, from $1 per share to $5 per share.

In connection with the stock issuances, the Company incurred additional costs of $19,000, primarily for legal costs. These costs were recorded in stockholder’ deficit as additional paid in capital.

On November 12, 2010, Cerebain entered into a stock purchase agreement with a third party, under which it issued him 1,000,000 shares of its common stock, restricted in accordance with Rule 144, in exchange for $160,000, net of offering costs of $40,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and were familiar with our operations at the time of the issuance of the shares.

Capital Expenditures

Other Capital Expenditures

We expect to purchase approximately $30,000 of equipment in connection with the expansion of its business.

Development Stage Company

We are a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. We are still devoting substantially all of our efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of our development stage activities.

Fiscal year end

Cerebain has a June 30 fiscal year end and on February 10, 2012 our Board of Directors changed Discount Dental’s fiscal year end to June 30 for ease of financial reporting.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for our fiscal year ended June 30, 2011. We had a deficit accumulated during the development stage of $611,269 and $504,691 at September 30, 2011 and June 30, 2011, respectively, and had a net loss of $106,578 for the three months ending September 30, 2011 and $387,892 for the fiscal year ended June 30, 2011, and net cash used in operating activities of $65,477 for the three months ending September 30, 2011 and $142,953 for the fiscal year ended June 30, 2011, with no revenue earned since inception.

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.

Critical Accounting Policies

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company 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 F-8.

The following are deemed to be the most significant accounting policies affecting the Company.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management 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. Management makes 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 current economic environment has increased the degree of uncertainty inherent in these estimates and assumption.

Revenue Recognition and Accounts Receivable

The Company will recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance for doubtful account based history and experience considering economic and industry trends. The Company does not have any off-Balance Sheet exposure related to its customers.

Income Taxes

We account for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Stock Compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. We apply this statement prospectively. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.

Accounting for Derivative Financial Instruments

We evaluate financial instruments using the guidance provided by ASC 815 and apply the provisions thereof to the accounting of items identified as derivative financial instruments not indexed to our stock.

Fair Value of Financial Instruments

The Company follows the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

The Company uses 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 management judgment.

Recent Accounting Pronouncements

In April, 2011, the FASB issued ASU No. 2011-02, to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. The Company intends to adopt the methodologies prescribed by this ASU by the date required, and is continuing to evaluate the impact of adoption of this ASU.

In April, 2011, the FASB issued ASU No. 2011-03 to remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of ASC 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recent nature of this pronouncement, the Company is evaluating when it will adopt of ASU 2011-05, but it will adopt the ASU retrospectively by the due date.

Off-Balance Sheet Arrangements

As of September 30, 2011, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;

liquidity or market risk support to such entity for such assets;

an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or

an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to the Company, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with the Company.

Inflation

Management believes that inflation has not had a material effect on the Company’s results of operations.

DESCRIPTION OF PROPERTY

Our principal executive and administrative offices, and those of Cerebain, are currently located at 92 Corporate Park, C-141, Irvine, CA 92606.

Due to anticipated growth, the Company is in the process of looking for new space for its headquarters and customer service operations. The Company believes that it will be able to locate such space on reasonable rates and terms.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of February 9, 2012, after the close of the above-described transaction with Cerebain, with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our common stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated.


Common Stock
Name and Address (2)	Amount of Beneficial Ownership	Percent of Class (1)

Gerald A. DeCiccio (3)	120,000	2.4%

R. Douglas Barton (3)	0	0%

Dr. Surinder Singh Saini, MD	1,320,000	26.5%

Teg S. Sandhu	1,218,000	24.5%

Harbans K. Sandhu	300,000	6.0%

Brad Vroom	400,000	9.9%

All Officers and Directors as a Group (2 Persons)	120,000	2.4%

(1)

Based on 4,956,800 shares of common stock issued and outstanding as of February 9, 2012. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

(2)

Unless otherwise noted, the address of each beneficial owner is c/o Cerebain Biotech Corp., 92 Corporate Park, C-141, Irvine, CA 92606.

(3)

Indicates an officer and/or director of the Company.

Changes in Control

We are not aware of any person who owns of record, or is known to own beneficially, five percent or more of our outstanding securities of any class, other than as set forth above. We do not have an investment advisor. There are no current arrangements which will result in a change in control.

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth information about our directors and executive officers as of the date of this report:


Name	Age	Position
Gerald DeCiccio (1)	54	President, Chief Executive Officer and Director
R. Douglas Barton (2)	64	Director

(1) Mr. DeCiccio became an officer and director on February 9, 2012.

(2) Mr. Barton has submitted his resignation, effective on the tenth day following the mailing of a Schedule 14f-1 to our stockholders, which will be mailed out on or about February 14, 2012.

Gerald DeCiccio serves as our sole officer and director. Mr. DeCiccio has been sole officer and director of our wholly-owned subsidiary, Cerebain, since its inception. Since June 2007, Mr. DeCiccio has also been the Vice President and Corporate Controller of Ritz Interactive, Inc. Prior to that he was the Chief Financial Officer and a board member of Worldwide Energy and Manufacturing USA, Inc., Chief Financial Officer and a board member of GTC Telecom Corp. and its subsidiary, Perfexa Solutions, Inc. (Mr. DeCiccio assisted with taking GTC public in 1999) and Chief Financial Officer for National Telephone & Communications, Inc. In these roles, he managed the finance, accounting, SEC reporting, treasury, human resources, investor relations, and legal departments. Mr. DeCiccio also held senior financial roles at Newport Corporation and Parker Hannifin Corporation and was a Supervising Senior Accountant for Ernst and Young. He has also been a member of the Board of Directors and Audit Committee for Worldwide Energy and Manufacturing USA, Inc., Interplay Entertainment, Inc. and GT Data Corp. Mr. DeCiccio was also a director of Longwei Petroleum Investment Holding Ltd., a public company listed on the AMEX (LPH) from March 22, 2010 to December 15, 2011.

R. Douglas Barton founded Dental Discount Materials, Inc. in December 2007 and served as our President since inception. He is and has been an officer of Valley Dental Supply, Inc., a privately held dental supply company in California for 25 years. He is a graduate of Arizona State University.

Family Relationships

There are no family relationships between or among the above directors, executive officers or persons nominated or charged by us to become directors or executive officers.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our officers and directors and us.

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with our business with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither us nor our shareholders will have any right to require participation in such other activities.

Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

Our policies and procedures regarding transactions involving potential conflicts of interest are not in writing. We understand that it will be difficult to enforce our policies and procedures and will rely and trust our officers and directors to follow our policies and procedures. We will implement our policies and procedures by requiring the officer or director who is not in compliance with our policies and procedures to remove himself and the other officers and directors will decide how to implement the policies and procedures, accordingly.

Involvement in Certain Legal Proceedings

Certain conditions may exist as of the date the financial statements are issued. These conditions may result in a future loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

EXECUTIVE COMPENSATION

The following sets forth information with respect to the compensation awarded or paid to Gerald DeCiccio, our current President and Chief Executive Officer, Chief Financial Officer and Secretary, R. Douglas Barton, our former President, Chief Executive Officer and Chief Financial Officer, and James Barton, our former Vice President and Secretary for all services rendered in all capacities to us in fiscal years ended November 30, 2011, 2010 and 2009.

Summary Compensation Table

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for the fiscal years ended fiscal years ended November 30, 2011, 2010 and 2009.


Name and Principal Position	Fiscal Year	Salary($)		Bonus($)		All Other Compensation ($)		Total($)
Gerald DeCiccio (1)	2011	$	0	$	0	$	0	$	0
President and	2010	$	0	$	0	$	0	$	0
Chief Executive Officer

R. Douglas Barton (2)	2011	$	0	$	0	$	0	$	0
Former CEO, CFO and	2010	$	0	$	0	$	0	$	0
COA	2009	$	0	$	0	$	0	$	0

James Barton (2)	2011	$	0	$	0	$	0	$	0
Former VP and Secretary	2010	$	0	$	0	$	0	$	0
	2009	$	0	$	0	$	0	$	0

(1) On February 9, 2012, we acquired Cerebain in a reverse acquisition transaction and, in connection with that transaction, Mr. DeCiccio was appointed as our President, Chief Executive Officer, Chief Financial Officer and Secretary. During Cerebain’s fiscal years ended June 30, 2011 and 2010 Cerebain paid Mr. DeCiccio $13,570 and $0, respectively.

(2) R. Douglas Barton and James Barton resigned as executive officers of the Company, effective on February 9, 2012.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for our fiscal year ended November 30, 2011:

(1) Former executive officer.

Employment Agreements

Currently, none of our officers or directors is subject to an employment agreement. However, Cerebain does have a consulting agreement with Mr. Gerald A. DeCiccio, its and our sole officer and director, under which we compensate Mr. DeCiccio $5,000 per month plus medical benefits. This contract, as amended on January 1, 2012, is for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renews for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

Compensation of Directors

Our directors do not receive any compensation for serving as directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Other than as set forth below, Discount Dental has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest in an amount that exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets for the last three completed fiscal years.

On January 17, 2012, Discount Dental entered into a Spinoff Agreement with R. Douglas Barton, who was one of its officers and directors, as well as its largest shareholder, under which it agreed to sell all of its assets in exchange for all of its liabilities and the return by Mr. Barton of 6,000,000 shares of Discount Dental’s common stock. This transaction closed on February 9, 2012. As a result of the Spinoff Agreement Discount Dental ceased to be a company engaged in the disposable dental products market. The Spinoff Agreement was approved by a majority of Discount Dental’s shareholders and a majority of Discount Dental’s non-interested shareholders.

On June 10, 2010, Discount Dental’s wholly-owned subsidiary, Cerebain, entered into a Patent License Agreement with Dr. Surinder Singh Saini, MD, under which it acquired the exclusive rights to certain intellectual property related to using omentum for treating dementia conditions. Under the agreement Cerebain issued Dr. Saini 6,600,000 shares of its common stock, restricted in accordance with Rule 144. As a result Dr. Saini became Cerebain’s largest shareholder. As a result of the Share Exchange transaction Dr. Saini is now one of our largest shareholders. The agreement also provides for a one-time payment of $50,000 due within ninety (90) days of the date of signing (as of the date of this filing, the one-time payment is fully paid), and 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 each of the fourth, fifth, and sixth 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 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.

In fiscal year 2011, Cerebain borrowed $19,490 from a stockholder for working capital purposes. The note payable pays no interest and is unsecured. As of the date of this filing, the note payable has been repaid.

Cerebain has a consulting agreement with our officer, director, and stockholder under which he is compensated $5,000 per month, plus medical benefits. This contract, as amended on January 1, 2012, is for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renews for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

Cerebain has a consulting agreement with stockholder to provide accounting and administrative support, under which she is compensated $1,500 per month. This contract is for twelve (12) months beginning September 2010 (“Initial Term”), automatically renews for one (1) successive twelve (12) month term after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

Cerebain has consulting agreements with two (2) of our stockholders, under which we compensate each of these stockholders $10,000 per month plus medical benefits. These contracts, as amended on January 1, 2012, are for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renew for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

There have been no other significant transactions as of December 31, 2011.

Director Independence

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the company;

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Mr. DeCiccio is not considered independent because he is an executive officer of the Company.

We do not currently have a separately designated audit, nominating or compensation committee.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been approved for quotation on The OTC Bulletin Board under the symbol “DDOO.” However, no established public market exists for our common stock. As of the date hereof, 4,956,800 shares of our common stock were issued and outstanding.

The following sets forth the number of shares of common stock underlying warrants, options and other securities exercisable for or convertible into shares of our common stock as of February 9, 2012.

Outstanding warrants exercisable for an aggregate of 6,000 shares of our common stock at an exercise price of $5.00 per share.

A Convertible Note exercisable for an aggregate of 50,000 shares of our common stock at an exercise price of $2.00 per share.

Of the 4,956,800 shares of our common stock issued and outstanding, 4,556,800 of such shares are restricted shares. None of these restricted shares are eligible for resale absent registration or an exemption from registration. The exemption from registration provided by Rule 144 under the Securities Act is not currently available for these shares pursuant to Rule 144(i).

Holders

As of February 9, 2012 there were approximately 34 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Introduction

In the discussion that follows, we have summarized selected provisions of our certificate of incorporation, bylaws and the Nevada General Corporation Law (the “NGCL”) relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our certificate of incorporation and our bylaws. You should read the provisions of our certificate of incorporation and our bylaws as currently in effect for provisions that may be important to you.

Authorized Capital Stock

Our authorized share capital consists of 74,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. As of February 9, 2012, 4,956,800 shares of our common stock and no shares of our preferred stock were outstanding.

Common Stock

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including:

general business conditions;

industry practice;

our financial condition and performance;

our future prospects;

our cash needs and capital investment plans;

our obligations to holders of any preferred stock we may issue;

income tax consequences; and

the restrictions Nevada and other applicable laws and our credit arrangements then impose.

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

Preferred Stock

At the direction of our Board of Directors, without any action by the holders of our common stock, we may issue one or more series of preferred stock from time to time. Our Board of Directors can determine the number of shares of each series of preferred stock, the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

Undesignated preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any preferred stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Limitation on Directors’ Liability

Nevada law authorizes Nevada corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Nevada law authorizes, directors of Nevada corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Nevada law enables Nevada corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of our directors to us and our stockholders to the fullest extent Nevada law permits. Specifically, no director will be personally liable for monetary damages for any breach of the director’s fiduciary duty as a director, except for liability:

for any breach of the director’s duty of loyalty to us or our stockholders;

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the NGCL; and

for any transaction from which the director derived an improper personal benefit.

This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. Our bylaws provide indemnification to our officers and directors and other specified persons with respect to their conduct in various capacities. See “Indemnification of Directors and Officers.”

Anti-Takeover Effects of Provisions of the NGCL and our Certificate of Incorporation and Bylaws

Provisions of the NGCL and our certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our Board of Directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.

Nevada Anti-Takeover Statute. We are subject to Section 203 of the NGCL, an anti-takeover statute. In general, Section 203 of the NGCL prohibits a publicly-held Nevada corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

As of February 9, 2012, we are not subject to Section 203 of the NGCL because we do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders and we have not elected by a provision in our original Certificate of Incorporation or any amendment thereto to be governed by Section 203. Unless we adopt an amendment of our Certificate of Incorporation by action of our stockholders expressly electing not to be governed by Section 203, we would generally become subject to Section 203 of the NGCL at such time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders, except that the restrictions contained in Section 203 would not apply if the business combination is with an interested stockholder who became an interested stockholder before the time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders.

Amendments to Our Certificate of Incorporation. Under the NGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s certificate of incorporation. Under the NGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would:

increase or decrease the aggregate number of authorized shares of such class;

increase or decrease the par value of the shares of such class; or

alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.

If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this provision.

In November 2011, a majority of our shareholders voted to approve an increase in our authorized common stock from 74,000,000 shares to 249,000,000 shares and to execute a 6.25-to-1 forward stock split of the company’s common stock. To date, we have not made the appropriate state or regulatory filings to effect these two changes but plan to in the near future.

Vacancies in the Board of Directors. Our bylaws provide that, subject to limitations, any vacancy occurring in our Board of Directors for any reason may be filled by a majority of the remaining members of our Board of Directors then in office, even if such majority is less than a quorum. Each director so elected shall hold office until the expiration of the term of the other directors. Each such directors shall hold office until his or her successor is elected and qualified, or until the earlier of his or her death, resignation or removal.

Special Meetings of Stockholders. Under our bylaws, special meetings of stockholders may be called at any time by a majority of the members of the Board of Directors or by any officer instructed by the directors to call such a meeting. Under the NGCL, written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting to each stockholder entitled to vote at such meeting.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors.

No Cumulative Voting. The NGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.

Transfer Agent and Registrar

Our independent stock transfer agent is Action Stock Transfer.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Articles VII of our Articles of Incorporation provides the following:

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02.

On January 17, 2012, we entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) Discount Dental, (ii) Cerebain, and (iii) the shareholders of Cerebain, pursuant to which the holders of 100% of the common stock of Cerebain transferred to us all of the common stock of Cerebain in exchange for the issuance of 4,556,800 shares (the “Shares”) of our common stock to the holders of Cerebain’s common stock (such transaction, the “Share Exchange”). This transaction closed and these Shares were issued on February 9, 2012. As a result of the Share Exchange, Cerebain became our wholly-owned subsidiary. We are now a holding company, which, through Cerebain, we have all of our operations, which primarily consist of researching, developing, and testing medicinal treatments utilizing omentum, as more fully discussed herein

ITEM 4.01

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

Dismissal of Previous Independent Registered Public Accounting Firm

On February 10, 2012, our Board of Directors approved the dismissal of Li & Company, PC as our independent auditor, effective immediately, and notified them of such dismissal.

Li & Company, P.C.’s reports on our financial statements as of and for the fiscal year ended November 30, 2011 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal year ended November 30, 2011 and through Li & Company, P.C.’s dismissal on February 10, 2012, there were (1) no disagreements with Li & Company, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Li & Company, P.C., would have caused Li & Company, P.C. to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We furnished Li & Company, P.C. with a copy of this disclosure on February 10, 2012, providing Li & Company, P.C. with the opportunity to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. As of the date of this report, we have not received such letter from Li & Company, P.C.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss Li & Company, P.C.as our independent auditor, the Board of Directors appointed Windes & McClaughry Accountancy Corporation (“Windes”) as our independent auditor.

During the year ended June 30, 2011 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Windes with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that Windes concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Upon the closing of the Exchange Agreement on February 9, 2012, R. Douglas Barton and James Barton submitted resignation letters pursuant to which each resigned as officers of the Company, effective immediately. In addition, James Barton resigned as a director immediately and R. Douglas Barton resigned from his position as a director, which will become effective on the tenth day following the mailing of a Schedule 14f-1 to our stockholders, which will be mailed out on or about February 14, 2012. The resignations of R. Douglas Barton and James Barton were not in connection with any known disagreement with us on any matter.

A copy of this report has been provided to R. Douglas Barton and James Barton, each of which has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether he agrees with the statements made by us in this report, and if not, stating the respects in which he does not agree. No such letter has been received by us.

On the same day, our Board of Directors appointed Mr. Gerald DeCiccio to fill the vacancy created by the resignation of James Barton. The appointment of Mr. DeCiccio will become effective on the tenth day following our mailing of a Schedule 14f-1 to our stockholders, which will be mailed out on or about February 14, 2012.

In addition, our Board of Directors appointed Mr. DeCiccio to serve as our Chief Executive Officer and President, effective immediately at the closing of the Exchange Agreement.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.03

AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective February 10, 2012, we changed our fiscal year from November 30 to June 30.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

Filed herewith are audited financial statements of Cerebain Biotech Corp. for the years ended June 30, 2011 and 2010 and unaudited financial statements of Cerebain Biotech Corp. for the three months ended September 30, 2011 and 2010.

(b) Pro Forma Financial Information

Filed herewith is unaudited pro forma combined financial information of Discount Dental Materials, Inc. and its subsidiaries.

(d) Exhibits

(1)

Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on January 27, 2009.

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 hereunto duly authorized.

Dated: February 10, 2012


	Discount Dental Materials, Inc. a Nevada corporation


	By:	/s/ Gerald DeCiccio
		Gerald DeCiccio
		President and Chief Executive Officer

Exhibit 10.3

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (the “Agreement”) dated as of January 17, 2012, is made by and among Discount Dental Materials, Inc., a Nevada corporation (the “Corporation” or “DDOO”), R. Douglas Barton, an individual and officer, director and controlling shareholder of DDOO (“Barton”), Cerebain Biotech Corp., a Nevada corporation (“Cerebain”), and the shareholders of Cerebain (each a “Shareholder” and collectively the “Shareholders”) who are the owners of 100% of the outstanding common stock of Cerebain as listed on Exhibit A , attached hereto.

BACKGROUND

WHEREAS, the Shareholders own all of the issued and outstanding common stock of Cerebain as set forth in Exhibit A attached hereto; and

WHEREAS, DDOO desires to exchange newly issued shares of its Common Stock, $0.001 par value, for all of the issued and outstanding capital stock of Cerebain held by the Shareholders, thereby making Cerebain a wholly owned subsidiary of DDOO; and

WHEREAS, the Shareholders have agreed to transfer to DDOO, and DDOO has agreed to acquire from the Shareholders, all of the of the issued and outstanding capital stock of Cerebain, in exchange for Four Million Five Hundred Fifty Six Thousand Eight Hundred (4,556,800) shares of DDOO's Common Stock (the “Acquisition Consideration”), on the terms and conditions as set forth herein.

ARTICLE 1.

DEFINITIONS

1.1

Unless the context otherwise requires, the terms defined in this Section 1 will have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

“Acquired Companies” means, collectively, Cerebain and any subsidiary of Cerebain.

“Affiliate” means any Person that directly or indirectly controls, is controlled by or is under common control with the indicated Person.

“Agreement” means this Share Exchange Agreement, including all Schedules and Exhibits hereto, as this Share Exchange Agreement may be from time to time amended, modified or supplemented.

“Approved Plans” means any stock option or similar plan for the benefit of employees or others which has been approved by the stockholders of DDOO.

“Closing Date” has the meaning set forth in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the Common stock, $0.001 par value per share, of DDOO.

“Commission” or “SEC” means the Securities and Exchange Commission of the United States of America.

“Covered Persons” means all Persons, other than DDOO, who are parties to indemnification and employment agreements with DDOO existing on or before the Closing Date.

“Damages” has the meaning set forth in Section 12.2.

“Environmental Laws” means any Law or other requirement relating to the environment, natural resources, or public or employee health and safety.

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“Environmental Permit” means all licenses, permits, authorizations, approvals, franchises and rights required under any applicable Environmental Law or Order.

“Equity Security” means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will then be in effect.

“Exhibits” means the several exhibits referred to and identified in this Agreement.

“GAAP” means, with respect to any Person, Accounting Principles Generally Accepted in the United States of America applied on a consistent basis with such Person's past practices.

“Governmental Authority” means any federal or national, state or provincial, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body, in each case whether U.S. or non-U.S.

“Indebtedness” means any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.

“Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

“Laws” means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

“Material Contract” means any and all agreements, contracts, arrangements, leases, commitments or otherwise, of the type and nature that DDOO is required to file with the Commission.

“Material Adverse Effect” means, when used with respect to DDOO or Cerebain, as the case may be, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of DDOO or Cerebain, as the case may be, in each case taken as a whole or (b) materially impair the ability of DDOO or Cerebain, as the case may be, to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which DDOO or Cerebain, as the case may be, operate.

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Authority.

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“Organizational Documents” means (a) the articles or certificate of incorporation and the by laws or code of regulations of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the articles or certificate of formation and operating agreement of a limited liability company; (e) any other document performing a similar function to the documents specified in clauses (a), (b), (c) and (d) adopted or filed in connection with the creation, formation or organization of a Person; and (f) any and all amendments to any of the foregoing.

“Permitted Liens” means (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen's compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and material men and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate reserves; (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; and (d) Liens that would not have a Material Adverse Effect.

“Person” means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivisions.

“Principal DDOO Shareholders” means any shareholder of DDOO, pre-Closing, that owns more than 10% of the outstanding common stock of DDOO, or is an officer or director of DDOO.

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.

“Rule 144” means Rule 144 under the Securities Act, as the same may be amended from time to time, or any successor statute.

”Schedules” means the several schedules referred to and identified herein, setting forth certain disclosures, exceptions and other information, data and documents referred to at various places throughout this Agreement.

“SEC Documents” has the meaning set forth in Section 6.26.

“Section 4(2)” means Section 4(2) under the Securities Act, as the same may be amended from time to time, or any successor statute.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will be in effect at the time.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership; or (b) otherwise has the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body.

“Survival Period” has the meaning set forth in Section 12.1.

“Taxes” means all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.

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“Tax Group” means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which DDOO is now or was formerly a member.

“Tax Return” means any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means, collectively, all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement.

“DDOO Board” means the Board of Directors of DDOO.

“DDOO” means Discount Dental Materials, Inc.

“DDOO Shares” means shares Common Stock of DDOO.

ARTICLE 2.

EXCHANGE OF SHARES AND ACQUISITION CONSIDERATION

2.1

Share Exchange . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with any and all applicable state Laws, the Shareholder will transfer, assign, convey, and set over unto DDOO, and DDOO will receive and accept from the Shareholder, all of the issued and outstanding shares of Cerebain owned by the Shareholders, which constitutes 100% of the ownership interest in Cerebain, free and clear of any Lien, in exchange for the Acquisition Consideration, as defined in Recital C.

2.2

Section 368 Reorganization . For U.S. federal income tax purposes, the exchange of Cerebain Shares for Shares for DDOO's Common Stock is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

2.3

Directors and Officers of DDOO at Closing . Simultaneously with the Closing of the transactions contemplated by this Agreement, the current directors of DDOO shall appoint Gerald A. DeCiccio as a director of DDOO and as the President, Secretary and Chief Financial Officer of DDOO. Immediately thereafter, all officers of DDOO, including R. Douglas Barton and James Barton shall resign, and all directors will submit their irrevocable resignation to be effective when accepted by DDOO, but in no event later than 45 days after the Closing.

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ARTICLE 3.

CLOSING

3.1

Closing . The closing (the “Closing”) of the share exchange will occur at the offices of Gary B. Wolff, in New York, N.Y., on or before February 9, 2012 (or at such later date as all of the closing conditions set forth in Sections 9 and 10 have been satisfied or waived) (the “Closing Date”). At the Closing, the Shareholders will deliver to DDOO, certificate(s) evidencing the number of Shares of Common Stock of Cerebain held by such Shareholder (as set forth in Exhibit A ), along with executed medallion guaranteed stock powers transferring such Cerebain shares to DDOO, against delivery to the Shareholders by DDOO of a certificate evidencing the Acquisition Consideration of Four Million Five Hundred Fifty Six Thousand Eight Hundred (4,556,800) shares of DDOO’s Common Stock registered in the name of the Shareholders, in the amounts set forth on Exhibit A . The Closing will be coordinated with the closing of the transactions contemplated by that certain Stock Purchase Agreement by and between certain DDOO shareholders and dated of even date hereof, as well as the closing of the transactions contemplated by that certain Spinoff Agreement by and between DDOO and Douglas Barton dated of even date hereof, and it is the intent of the parties that the transactions contemplated by all three agreements close simultaneously.

3.2

Report Form 8-K Filing . Within four (4) business days of the Closing, new management of DDOO shall file a Current Report on Form 8-K with the Commission reporting the acquisition of Cerebain by DDOO.

3.3

Cerebain Financial Statements . Within the time prescribed in Item 9.01 of Form 8-K, Cerebain shall provide such financial statements for the filing of a Report on Form 8-K, as required therein.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

4.1

Each Shareholder, severally and not jointly, hereby represents and warrants to DDOO:

4.1.1

Authority . Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party, and to perform such Shareholder's obligations under this Agreement and each of the Transaction Documents to which such Shareholder is a party. This Agreement has been, and each of the Transaction Documents to which such Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by such Shareholder. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than such Shareholder, this Agreement is, and as of the Closing each of the Transaction Documents to which such Shareholder is a party will have been, duly authorized, executed and delivered by such Shareholder and constitute or will constitute the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

4.1.2

No Conflict . Neither the execution or delivery by such Shareholder of this Agreement or any Transaction Document to which such Shareholder is a party, nor the consummation or performance by such Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organization Documents of such Shareholder (if such Shareholder is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which such Shareholder is a party or by which the properties or assets of such Shareholder are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which such Shareholder, or any of the properties or assets of such Shareholder, may be subject.

4.1.3

Ownership of Cerebain Shares . Such Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to DDOO pursuant to this Agreement, such Shareholder's shares in Cerebain, free and clear of any and all Liens. There are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which such Shareholder is a party or by which such Shareholder is bound with respect to the issuance, sale, transfer, voting or registration of the Cerebain Shares. At the Closing, DDOO will acquire good, valid and marketable title to such Shareholder's Cerebain shares free and clear of any and all Liens.

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4.1.4

Litigation . There is no pending Proceeding against such Shareholder that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge of such Shareholder, no such Proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.

4.1.5

No Brokers or Finders . Except as disclosed in Schedule 4.1.5 , no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Shareholder will indemnify and hold DDOO harmless against any liability or expense arising out of, or in connection with, any such claim.

4.2

Investment Representations . Shareholder hereby represents and warrants to DDOO as follows:

4.2.1

Acknowledgment . Shareholder understands and agrees that DDOO Shares have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of DDOO Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.

4.2.2

Status . By its execution of this Agreement, the represents and warrants to DDOO that such Shareholder is a sophisticated investor, familiar with DDOO’s company and business.. The Shareholder understands that DDOO Shares are being offered and sold to such Shareholder in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth in this Agreement, in order that DDOO may determine the applicability and availability of the exemptions from registration of DDOO Shares on which DDOO is relying.

4.2.3

Stock Legends .

(a)

Shareholder understands and agrees that the certificates evidencing DDOO Shares issued to Shareholder will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO CEREBAIN AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

(b)

Other Legends . The certificates representing such DDOO Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.

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ARTICLE 5.

REPRESENTATIONS AND WARRANTIES BY CEREBAIN

Cerebain represents and warrants to DDOO as follows:

5.1

Organization and Qualification . Cerebain is duly incorporated and validly existing under the laws of the State of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be so organized, existing and in good standing or to have such authority or power will not, in the aggregate, either (i) have a material adverse effect on the business, assets or financial condition of Cerebain, or (ii) materially impair the ability of Cerebain and the Shareholder each to perform their material obligations under this Agreement (any of such effects or impairments, a “Material Adverse Effect”). Cerebain is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification, licensing or domestication necessary, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect. Set forth on Schedule 5.1 is a list of those jurisdictions in which Cerebain presently conducts its business, owns, holds and operates its properties and assets.

5.2

Subsidiaries . Except as set forth on Schedule 5.2 , Cerebain does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.

5.3

Articles of Incorporation and Bylaws . The copies of the Articles of Incorporation of Cerebain (the “Organizational Documents”) that have been delivered to DDOO prior to the execution of this Agreement are true and complete and have not been amended or repealed. Cerebain is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches as, in the aggregate, will not have a Material Adverse Effect.

5.4

Authorization and Validity of this Agreement . The execution, delivery and performance by Cerebain of this Agreement and the recording of the transfer of the Shares are within Cerebain's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Board or Shareholders of Cerebain any consent or approval that has not been validly and lawfully obtained, require no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government that has not been validly and lawfully obtained, filed or registered, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

5.5

No Violation . None of the execution, delivery or performance by Cerebain of this Agreement or any other agreement or instrument contemplated hereby to which Cerebain is a party, nor the consummation by Cerebain of the transactions contemplated hereby will violate any provision of the Organizational Documents, or violate or be in conflict with, or constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the creation of imposition of any Lien under, any agreement or instrument to which Cerebain is a party or by which Cerebain is or will be bound or subject, or violate any laws.

5.6

Binding Obligations . Assuming this Agreement has been duly and validly authorized, executed and delivered by DDOO and the Shareholders, this Agreement is, and as of the Closing each other agreement or instrument contemplated hereby to which Cerebain is a party, will have been duly authorized, executed and delivered by Cerebain and will be the legal, valid and binding Agreement of Cerebain and is enforceable against Cerebain in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.

5.7

Capitalization and Related Matters .

5.7.1

Capitalization . The authorized capital stock of Cerebain consists of (a) 100,000,000 shares of Common Stock, of which 22,784,000 shares are issued and outstanding and (b) 10,000,000 Preferred Shares, of which no shares have been issued. Except as set forth in Schedule 5.7.1 , there are no outstanding or authorized options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating Cerebain to issue any shares of its Common Stock or any other Equity Security of Cerebain. All issued and outstanding shares of Cerebain's capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.

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5.7.2

No Redemption Requirements . Except as set forth in Schedule 5.7.2 , there are no outstanding contractual obligations (contingent or otherwise) of Cerebain to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, Cerebain or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

5.7.3

Duly Authorized . Upon delivery to DDOO of certificates representing the Cerebain shares in accordance with the terms of this Agreement, said shares will have been validly issued and fully paid and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be free and clear of all Liens and restrictions, other than Liens set forth on Schedule 5.7.3 or that might have been created by DDOO and restrictions on transfer imposed by this Agreement and the Securities Act.

5.8

Shareholders . Exhibit A contains a true and complete list of the names and addresses of the record and beneficial holders of all of the outstanding Equity Securities of Cerebain. Except as expressly provided in this Agreement, no Holder of Shares or any other security of Cerebain or any other Person is entitled to any preemptive right, right of first refusal or similar right as a result of the issuance of the shares or otherwise. There is no voting trust, agreement or arrangement among any of the Holders of any Equity Securities of Cerebain affecting the exercise of the voting rights of any such Equity Securities.

5.9

Compliance with Laws and Other Instruments . Except as would not have a Material Adverse Effect, the business and operations of Cerebain have been and are being conducted in accordance with all applicable foreign, federal, state and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as set forth on Schedule 5.9 or would not have a Material Adverse Effect, Cerebain is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Cerebain is a party or by which any of Cerebain's properties, assets or rights are bound or affected. To the knowledge of Cerebain, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Cerebain is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Cerebain is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Cerebain, any event or circumstance relating to Cerebain that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Cerebain from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

5.10

Certain Proceedings . Except as disclosed on Schedule 5.10 , There is no pending Proceeding that has been commenced against Cerebain and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated in this Agreement. To Cerebain's knowledge, no such Proceeding has been threatened.

5.11

No Brokers or Finders . Except as disclosed on Schedule 5.11 , no person has, or as a result of the transactions contemplated herein will have, any right or valid claim against Cerebain for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and Cerebain will indemnify and hold DDOO harmless against any liability or expense arising out of, or in connection with, any such claim.

5.12

Title to and Condition of Properties . Cerebain owns or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of Cerebain as presently conducted, except where the failure to own or hold such property, plants, machinery and equipment would not have a Material Adverse Effect on Cerebain. The material buildings, plants, machinery and equipment necessary for the conduct of the business of Cerebain as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

5.13

Board Recommendation . The Board has, by unanimous written consent, determined that this Agreement and the transactions contemplated by this Agreement, are advisable and in the best interests of Cerebain's Shareholders.

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ARTICLE 6.

REPRESENTATIONS AND WARRANTIES OF DDOO AND BARTON

DDOO and Barton, represent and warrant to the Shareholders and Cerebain as follows:

6.1

Organization and Qualification . DDOO is duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets as now owned, held and operated by it, except where the failure to be so organized, existing and in good standing, or to have such authority and power, governmental licenses, authorizations, consents or approvals would not have a Material Adverse Effect. DDOO has made all filings with the state of Nevada that might be required. DDOO is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned, held or operated makes such qualification, licensing or domestication necessary, except where the failure to be so duly qualified, licensed or domesticated and in good standing would not have a Material Adverse Effect. Schedule 6.1 sets forth a true, correct and complete list of each jurisdiction of organization and each other jurisdiction in which DDOO presently conducts its business or owns, holds and operates its properties and assets.

6.2

Subsidiaries . Except as set forth on Schedule 6.2 , DDOO does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.

6.3

Organizational Documents . True, correct and complete copies of the Organizational Documents of DDOO have been delivered to Cerebain prior to the execution of this Agreement, and no action has been taken to amend or repeal such Organizational Documents. DDOO is not in violation or breach of any of the provisions of its Organizational Documents, except for such violations or breaches as would not have a Material Adverse Effect.

6.4

Authorization . DDOO has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which DDOO is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which DDOO is a party and to perform its obligations under this Agreement and each of the Transaction Documents to which DDOO is a party. The execution, delivery and performance by DDOO of this Agreement and each of the Transaction Documents to which DDOO is a party have been duly authorized by all necessary corporate action and do not require from DDOO Board or the stockholders of DDOO any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by DDOO of this Agreement and each of the Transaction Documents to which DDOO is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person other than such customary filings with the Commission for transactions of the type contemplated by this Agreement, if required.

6.5

No Violation . Neither the execution or delivery by DDOO of this Agreement or any Transaction Document to which DDOO is a party, nor the consummation or performance by DDOO of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of any DDOO Company; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which any DDOO Company is a party or by which the properties or assets of DDOO are bound; (c) contravene, conflict with, or result in a violation of, any Law or Order to which DDOO, or any of the properties or assets owned or used by DDOO, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by DDOO or that otherwise relate to the business of, or any of the properties or assets owned or used by, DDOO, except, in the case of clause (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.

6.6

Binding Obligations . Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than DDOO, this Agreement has been, and as of the Closing each of the Transaction Documents to which DDOO is a party will be, duly authorized, executed and delivered by DDOO and constitutes or will constitute, as the case may be, the legal, valid and binding obligations of DDOO, enforceable against DDOO in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

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6.7

Securities Laws . Assuming the accuracy of the representations and warranties of the Shareholders contained in Section 4, the issuance of DDOO Shares pursuant to this Agreement are and will be (a) exempt from the registration and prospectus delivery requirements of the Securities Act, and (b) accomplished in conformity with all applicable federal securities laws.

6.8

Capitalization and Related Matters .

6.8.1

Capitalization . The authorized capital stock of DDOO consists of 74,000,000 shares of Common Stock, $0.001 Par Value of which 10,200,000 shares are issued and outstanding prior to the shares being issued to Cerebain Shareholder, and 1,000,000 shares of preferred stock, none of which are issued and outstanding. All issued and outstanding shares of DDOO's Common Stock are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights. On the Closing Date, DDOO will have sufficient authorized and unissued DDOO's Common Stock to consummate the transactions contemplated hereby. Except as disclosed in Schedule 6.8.1 , there are no outstanding options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require DDOO to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders' agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of DDOO. The issuance of all of the shares of DDOO's Common Stock described in this Section 6.8.1 have been in compliance with U.S. federal securities laws.

6.8.2

No Redemption Requirements . Except as set forth in Schedule 6.8.2 or in the SEC Documents, there are no outstanding contractual obligations (contingent or otherwise) of DDOO to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, DDOO or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

6.8.3

Duly Authorized . The issuance of DDOO Shares has been duly authorized and, upon delivery to the Shareholders of certificates therefore in accordance with the terms of this Agreement, DDOO Shares will have been validly issued and fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be free and clear of all Liens and restrictions, other than Liens created by the Shareholders and restrictions on transfer imposed by this Agreement and the Securities Act or any lock-up agreements.

6.8.4

Subsidiaries . Schedule 6.8.4 sets forth a complete list of subsidiaries of DDOO, if any. And, the capitalization of each DDOO Subsidiary, if any, is as set forth on Schedule 6.8.4 . The issued and outstanding shares of capital stock of each DDOO Subsidiary set forth on such schedule have been duly authorized and are validly issued and outstanding, fully paid and non-assessable, and constitute all of the issued and outstanding capital stock of such DDOO Subsidiary. The owners of the shares of each of DDOO Subsidiaries set forth on Schedule 6.8.4 own, and have good, valid and marketable title to, all shares of capital stock of such Subsidiaries. There are no outstanding or authorized options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require any of DDOO Subsidiaries to issue, sell or otherwise cause to become outstanding any of its respective authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders' agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of any of DDOO Subsidiaries. None of the outstanding shares of capital stock of any of DDOO Subsidiaries has been issued in violation of any rights of any Person or in violation of any Law.

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6.8.5

Increase in Authorized Common Stock; Forward Stock Split . On October 14, 2011, DDOO filed a preliminary proxy statement on Schedule 14A, soliciting proxies from DDOO’s shareholders to effectuate the following: (i) an increase in the authorized common stock of the corporation from 74,000,000 shares, par value $0.001, to 149,000,000 shares, par value $0.001, and (ii) a forward split of all outstanding common stock of DDOO as of October 31, 2011 at a ratio of 6.25-for-1. DDOO followed that filing with a definitive proxy statement on Schedule 14A filed on November 3, 2011, giving the holders of DDOO common stock until November 11, 2011 to return their proxy card recording their vote on the increase in authorized common stock and the forward stock split. DDOO timely received valid, signed proxies on or before November 11, 2011, sufficient to approve the increase in the authorized common stock of the corporation and the forward stock split. To date DDOO has not taken any steps to effectuate the increase in the authorized common or the forward stock split.

6.9

Compliance with Laws . Except as would not have a Material Adverse Effect, the business and operations of DDOO have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, DDOO has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting DDOO and, to the knowledge of DDOO, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, DDOO is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of DDOO, any event or circumstance relating to DDOO that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits DDOO from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby.

6.10

Certain Proceedings . There is no pending Proceeding that has been commenced against DDOO and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. To the knowledge of DDOO, no such Proceeding has been threatened.

6.11

No Brokers or Finders . Except as disclosed in Schedule 6.11 , no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against any DDOO Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and DDOO will indemnify and hold Cerebain harmless against any liability or expense arising out of, or in connection with, any such claim.

6.12

Absence of Undisclosed Liabilities . Except as set forth on Schedule 6.12 , DDOO has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to DDOO) arising out of any transaction entered into at or prior to the Closing or any act or omission at or prior to the Closing, except to the extent set forth on or reserved against on DDOO Balance Sheet. Except as set forth on Schedule 6.12 , DDOO has not incurred any liabilities or obligations under agreements entered into, in the usual and ordinary course of business since November 30, 2010. Notwithstanding the foregoing, all liabilities will be discharged prior to or at the Closing so that, at the Closing, DDOO will have no direct, contingent or other obligations of any kind or any commitment or contractual obligations of any kind and description.

6.13

Changes . Except as set forth on Schedule 6.13 , DDOO has not since December 31, 2009:

6.13.1

Ordinary Course of Business . Conducted its business or entered into any transaction other than in the usual and ordinary course of business, except for this Agreement.

6.13.2

Adverse Changes . Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business, none of which would have a Material Adverse Effect;

6.13.3

Loans . Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the ordinary course of business;

6.13.4

Liens . Created or permitted to exist any Lien on any material property or asset of DDOO Companies, other than Permitted Liens;

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6.13.5

Capital Stock . Except as set forth on Schedule 6.13.5 , issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization (except by way of amended Certificate of Incorporation) whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise;

6.13.6

Dividends . Declared, set aside, made or paid any dividend or other distribution to any of its stockholders;

6.13.7

Material Contracts . Terminated or modified any Material Contract, except for termination upon expiration in accordance with the terms thereof;

6.13.8

Claims . Released, waived or cancelled any claims or rights relating to or affecting DDOO in excess of $10,000 in the aggregate or instituted or settled any Proceeding involving in excess of $10,000 in the aggregate;

6.13.9

Discharged Liabilities . Except as set forth on Schedule 6.13.9 , paid, discharged or satisfied any claim, obligation or liability in excess of $10,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the ordinary course of business;

6.13.10

Indebtedness . Created, incurred, assumed or otherwise become liable for any Indebtedness in excess of $5,000 in the aggregate, other than professional fees (as indicated in Schedule 6.13.10 );

6.13.11

Guarantees . Guaranteed or endorsed in a material amount any obligation or net worth of any Person;

6.13.12

Acquisitions . Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

6.13.13

Accounting . Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP;

6.13.14

Agreements . Except as set forth on Schedule 6.13.14 , entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

6.14

Material Contracts . Except to the extent already filed with the SEC Documents, (and available on its “Edgar” database) DDOO has made available to Cerebain, prior to the date of this Agreement, true, correct and complete copies of each written Material Contract, including each amendment, supplement and modification thereto.

6.14.1

No Defaults . Each Material Contract is a valid and binding agreement of DDOO that is party thereto, and is in full force and effect. Except as would not have a Material Adverse Effect, DDOO is not in breach or default of any Material Contract to which it is a party and, to the knowledge of DDOO, no other party to any Material Contract is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Contract or (b) permit DDOO or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract. No Company has received notice of the pending or threatened cancellation, revocation or termination of any Material Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Contract.

6.15

Employees .

6.15.1

Except as set forth on Schedule 6.15.1 , DDOO has no employees, independent contractors or other Persons providing research or other services to them. Except as would not have a Material Adverse Effect, DDOO is in full compliance with all Laws regarding employment, wages, hours, benefits, equal opportunity, collective bargaining, the payment of Social Security and other taxes, occupational safety and health and plant closing. DDOO is liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Laws for any amounts earned or accrued prior to Closing.

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6.15.2

No director, officer or employee of DDOO is a party to, or is otherwise bound by, any contract (including any confidentiality, noncompetition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect (a) the performance of his or her duties as a director, officer or employee of DDOO or (b) the ability of DDOO to conduct its business. Except as set forth on Schedule 6.15.2 , each employee of each DDOO is employed on an at-will basis and DDOO has no contract with any of its employees which would interfere with DDOO's ability to discharge its employees.

6.16

Tax Audits .

6.16.1

Tax Returns and Liabilities . Except as set forth on Schedule 6.16.1 , DDOO is current and has filed all required federal income tax returns and state income tax returns and is current with its State of Nevada franchise taxes. As of Closing, there shall be no taxes of any kind due or owing. DDOO and Barton agree to assist the Shareholders with the preparation of DDOO’s tax returns by providing any information reasonably needed by the preparer of the tax returns. There are no Liens or known material liabilities with respect to Taxes on DDOO's property or assets other than Permitted Liens; and there are no Tax rulings, requests for rulings, or closing agreements relating to DDOO for any period (or portion of a period) that would affect any period after the date hereof. DDOO has suffered losses and no taxes are due.

6.16.2

No Adjustments, Changes . Neither DDOO or any other Person on behalf of DDOO (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law.

6.16.3

No Disputes . There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of DDOO, nor is any such claim or dispute pending or contemplated. DDOO has filed all federal, state and other tax returns required to be filed by it since inception and has or will at Closing delivered to Cerebain true, correct and complete copies of all Tax Returns, if any, examination reports and statements of deficiencies assessed or asserted against or agreed to by DDOO since their inception and any and all correspondence with respect to the foregoing.

6.16.4

Not a U.S. Real Property Holding Corporation . DDOO is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

6.16.5

No Tax Allocation, Sharing . DDOO is not a party to any Tax allocation or sharing agreement. DDOO (a) has not been a member of a Tax Group filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of state, local or foreign law), and (b) has no liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise.

6.16.6

No Other Arrangements . DDOO is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. DDOO Companies are not “consenting corporations” within the meaning of Section 341(f) of the Code. DDOO Companies do not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. DDOO has no outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, DDOO has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. Cerebain is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

6.17

Material Assets . The financial statements of DDOO set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by DDOO.

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6.18

Insurance Coverage . DDOO has made available to Cerebain, prior to the date of this Agreement, true, correct and complete copies of any insurance policies maintained by DDOO Company on its properties and assets. Except as would not have a Material Adverse Effect, all of such policies (a) taken together, provide adequate insurance coverage for the properties, assets and operations of DDOO for all risks normally insured against by a Person carrying on the same business as DDOO, and (b) are sufficient for compliance with all applicable Laws and Material Contracts. Except as would not have a Material Adverse Effect, all of such policies are valid, outstanding and in full force and effect and, by their express terms, will continue in full force and effect following the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 6.18 , DDOO has not received (a) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (b) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder. All premiums due on such insurance policies on or prior to the date hereof have been paid. There are no pending claims with respect to DDOO or its properties or assets under any such insurance policies, and there are no claims as to which the insurers have notified DDOO that they intend to deny liability. There is no existing default under any such insurance policies.

6.19

Litigation; Orders . Except as set forth on Schedule 6.19 , there is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of DDOO, threatened against or affecting DDOO or any properties, assets, business or employees. To the knowledge of DDOO, there is no fact that might result in or form the basis for any such Proceeding. DDOO is not subject to any Orders.

6.20

Licenses . Except as would not have a Material Adverse Effect, each DDOO possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for DDOO to engage in its business as currently conducted and to permit DDOO to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, “DDOO Permits”). DDOO has not has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for DDOO to engage in its business as currently conducted and to permit DDOO to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, DDOO Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any DDOO Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any DDOO Permit. DDOO has not has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any DDOO Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any DDOO Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such DDOO Permits have been duly made on a timely basis with the appropriate Persons. All DDOO Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

6.21

Interested Party Transactions . Except as disclosed in Schedule 6.21 , no officer, director or stockholder of DDOO or any Affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such Person, has or has had, either directly or indirectly, (1) an interest in any Person which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by DDOO, or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish DDOO any goods or services; or (2) a beneficial interest in any contract or agreement to which DDOO is a party or by which it may be bound or affected.

6.22

Governmental Inquiries . DDOO has provided to Cerebain a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by DDOO from any Governmental Authority, and the applicable DDOO’s response thereto, and each material written statement, report or other document filed by DDOO with any Governmental Authority, except for those available on the Securities and Exchange Commission EDGAR database.

6.23

Intellectual Property . Except as set forth on Schedule 6.23 , DDOO does not own, use or license any Intellectual Property in its business as presently conducted, except as set forth in the SEC Documents.

6.24

[Reserved].

Page 14

6.25

Title to and Condition of Properties . Except as would not have a Material Adverse Effect, each DDOO Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each DDOO Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

6.26

SEC Documents; Financial Statements . DDOO has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as DDOO was required by law to file such material) (the foregoing materials being collectively referred to herein as the “SEC Documents”) and, while not having filed all such SEC Documents prior to the expiration of any extension(s), is nevertheless current with respect to its Exchange Act filing requirements. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. All material agreements to which DDOO is a party or to which the property or assets of DDOO are subject have been appropriately filed as exhibits to the SEC Documents as and to the extent required under the Exchange Act. The financial statements of DDOO included in the SEC Documents comply in all material respects with applicable accounting requirement and the rules and regulations of the Commission with respect thereto as in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of DDOO as at the dates thereof and the results of its operations and cash flows for the periods then ended. DDOO's Common Stock is listed on the OTC Bulletin Board, under the symbol “DDOO” and DDOO is not aware of any facts which would make DDOO's Common Stock ineligible for continued quotation on the OTC Bulletin Board.

6.27

Stock Option Plans; Employee Benefits .

6.27.1

Set forth on Schedule 6.27.1 is a complete list of all stock option plans providing for the grant by DDOO of stock options to directors, officers or employees. Except as disclosed on Schedule 6.27.1 , all such stock option plans are Approved Plans.

6.27.2

None of DDOO Companies has any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided such DDOO Company.

6.27.3

Neither the consummation of the transactions contemplated hereby alone, nor in combination with another event, with respect to each director, officer, employee and consultant of DDOO, will result in (a) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from DDOO, (b) any increase in the amount of compensation or benefits payable to any such individual or (c) any acceleration of the vesting or timing of payment of compensation payable to any such individual. No agreement, arrangement or other contract of DDOO provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of DDOO.

6.28

Environmental and Safety Matters . Except as set forth on Schedule 6.28 and except as would not have a Material Adverse Effect:

6.28.1

Each DDOO Company has at all times been and is in compliance with all Environmental Laws applicable to such DDOO Company.

6.28.2

There are no Proceedings pending or threatened against any DDOO Company alleging the violation of any Environmental Law or Environmental Permit applicable to such DDOO Company or alleging that DDOO is a potentially responsible party for any environmental site contamination.

6.28.3

Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent of any Governmental Authority or third Persons under any Environmental Laws applicable to any DDOO Company.

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6.29

Money Laundering Laws . The operations of DDOO Companies are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no Proceeding involving any DDOO Company with respect to the Money Laundering Laws is pending or, to the knowledge of DDOO, threatened.

6.30

Board Recommendation . DDOO Board, at a meeting duly called and held, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of DDOO's stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

ARTICLE 7.

COVENANTS OF CEREBAIN AND THE SHAREHOLDERS

7.1

Access and Investigation . Between the date of this Agreement and the Closing Date, Cerebain will, and will cause each Company Subsidiary to, (a) afford DDOO and its agents, advisors and attorneys during normal business hours, full and free access to Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish DDOO and its agents, advisors and attorneys with copies of all such contracts, books and records, and other existing documents and data as DDOO may reasonably request, and (c) furnish DDOO and its agents, advisors and attorneys with such additional financial, operating, and other data and information as DDOO may reasonably request.

7.2

Operation of the Business of Cerebain .

7.2.1

Between the date of this Agreement and the Closing Date, Cerebain will, and will cause each Company Subsidiary to:

(a) conduct its business only in the ordinary course of business;

(b) use its best efforts to preserve intact its current business organization and

business relationships, including, without limitation, relationships with suppliers, customers, landlords, creditors, officers, employees and agents; and

business, operations, and finances.

7.3

No Transfers of Capital Stock .

7.3.1

Between the date of this Agreement and the Closing Date, the Shareholders shall not assign, transfer, mortgage, pledge or otherwise dispose of any or all of the Shares (or any interest therein) or grant any Person the option or right to acquire such Shares (or any interest therein).

7.3.2

Between the date of this Agreement and the Closing Date, Cerebain shall not, and shall cause each Company Subsidiary not to, assign, transfer, mortgage, pledge or otherwise dispose of any or all of the capital stock of any Acquired Company (or any interest therein) or grant any Person the option or right to acquire the capital stock of any Acquired Company (or any interest therein).

7.4

Required Filings and Approvals .

7.4.1

As promptly as practicable after the date of this Agreement, Cerebain will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, Cerebain will, and will cause each Company Subsidiary to, (a) cooperate with DDOO with respect to all filings that DDOO elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with DDOO in obtaining any consents or approvals required to be obtained by DDOO in connection herewith.

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7.5

Notification . Between the date of this Agreement and the Closing Date, Cerebain and the Shareholders will promptly notify DDOO in writing if Cerebain, the Shareholders or any Company Subsidiary becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties of Cerebain or the Shareholders, as the case may be, as of the date of this Agreement, or if Cerebain, any Shareholder or any Company Subsidiary becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules to this Agreement if the Schedules to the Agreement were dated the date of the occurrence or discovery of any such fact or condition, Cerebain or the Shareholders, as the case may be, will promptly deliver to DDOO a supplement to the Schedules to the Agreement specifying such change; provided, however, that such delivery shall not materially adversely affect any rights of DDOO set forth herein, including the right of DDOO to seek a remedy in damages for losses incurred as a result of such supplemented disclosure. During the same period, Cerebain and the Shareholders will, and will cause each Company Subsidiary to, promptly notify DDOO of the occurrence of any breach of any covenant of Cerebain or the Shareholders in this Section 7 or of the occurrence of any event that may make the satisfaction of the conditions in Section 9 impossible or unlikely.

7.6

Closing Conditions . Between the date of this Agreement and the Closing Date, each of Cerebain and the Shareholders will use its commercially reasonable efforts to cause the conditions in Section 9 to be satisfied.

ARTICLE 8

COVENANTS OF DDOO AND BARTON

8.1

Access and Investigation . Between the date of this Agreement and the Closing Date, DDOO and Barton will, and will cause each of DDOO Subsidiaries to, (a) afford Cerebain and its agents, advisors and attorneys during normal business hours full and free access to each DDOO Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish Cerebain and its agents, advisors and attorneys with copies of all such contracts, books and records, and other existing documents and data as Cerebain may reasonably request, and (c) furnish Cerebain and its agents, advisors and attorneys with such additional financial, operating, and other data and information as Cerebain may reasonably request.

8.2

Operation of the Business of DDOO . Between the date of this Agreement and the Closing Date, DDOO and Barton will, and will cause each of DDOO Subsidiaries to:

8.2.1

conduct its business only in the ordinary course of business;

8.2.2

use its best efforts to preserve intact the current business organization and business relationships, including, without limitation, relationships with suppliers, customers, landlords, creditors, officers, employees and agents;

8.2.3

obtain the prior written consent of Cerebain prior to taking any action of the type specified in Section 6.13 or entering into any Material DDOO Contract;

8.2.4

confer with Cerebain concerning operational matters of a material nature; and

8.2.5

otherwise report periodically to Cerebain concerning the status of its business, operations, and finances.

8.3

Required Filings and Approvals .

8.3.1

As promptly as practicable after the date of this Agreement, DDOO will, and will cause each of DDOO Subsidiaries to, make all filings legally required to be made by it to consummate the transactions contemplated by this Agreement. Between the date of this Agreement and the Closing Date, DDOO will cooperate with Cerebain with respect to all filings that Cerebain is legally required to make in connection with the transactions contemplated hereby.

8.4

No Issuances of Capital Stock.

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8.4.1

Between the date of this Agreement and the Closing Date, DDOO shall not issue or agree to issue any of its securities, including, but not limited to its common stock and preferred stock (or any interest therein) or grant any Person the option or right to acquire such securities (or any interest therein).

8.4.2

Between the date of this Agreement and the Closing Date, DDOO shall not, and shall cause each Company Subsidiary not to, assign, transfer, mortgage, pledge or otherwise dispose of any or all of the capital stock of any Acquired Company (or any interest therein) or grant any Person the option or right to acquire the capital stock of any Acquired Company (or any interest therein).

8.5

Notification . Between the date of this Agreement and the Closing Date, DDOO and Barton will promptly notify Cerebain and the Shareholders in writing if DDOO or Barton become aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties of DDOO, as of the date of this Agreement, or if DDOO or Barton becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules to this Agreement if the Schedules to the Agreement were dated the date of the occurrence or discovery of any such fact or condition, DDOO and Barton will promptly deliver to Cerebain and the Shareholders a supplement to the Schedules to the Agreement specifying such change; provided, however, that such delivery shall not materially adversely affect any rights of the Shareholders set forth herein, including the right of the Shareholders to seek a remedy in damages for losses incurred as a result of such supplemented disclosure. During the same period, DDOO and Barton will promptly notify Cerebain and the Shareholders of the occurrence of any breach of any covenant of DDOO in this Section 8 or of the occurrence of any event that may make the satisfaction of the conditions in Section 10 impossible or unlikely.

8.6

Closing Conditions . Between the date of this Agreement and the Closing Date, DDOO and Barton will use commercially reasonable efforts to cause the conditions in Section 10 to be satisfied.

8.7

Indemnification and Insurance .

8.7.1

DDOO and Barton shall to the fullest extent permitted under applicable Law or its Organizational Documents, indemnify and hold harmless, each present and former director, officer or employee of DDOO or any DDOO Subsidiary (collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Closing Date, to the same extent as provided in DDOO's Organizational Documents or any applicable contract or agreement as in effect on the date hereof, in each case for a period of six years after the Closing Date. In the event of any such Proceeding (whether arising before or after the Closing Date), (i) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to DDOO, (ii) after the Closing Date, DDOO and Barton shall pay the reasonable fees and expenses of such counsel, promptly after statements therefore are received, provided that the Indemnified Parties shall be required to reimburse DDOO and Barton for such payments in the circumstances and to the extent required by DDOO's Organizational Documents, any applicable contract or agreement or applicable Law, and (iii) DDOO and Barton will cooperate in the defense of any such matter; provided, however, that DDOO and Barton shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction.

8.7.2

This Section 8.7 shall survive the consummation of the transactions contemplated by this Agreement at the Closing Date, is intended to benefit the Indemnified Parties and the Covered Persons, shall be binding on all successors and assigns of DDOO and Barton and shall be enforceable by the Indemnified Parties and the Covered Persons.

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8.8

Rule 144 Reporting . With a view to making available to DDOO's stockholders the benefit of certain rules and regulations of the Commission which may permit the sale of DDOO Common Stock to the public without registration, from and after the Closing Date, DDOO agrees to:

8.8.1

Make and keep public information available, as those terms are understood and defined in Rule 144; and

8.8.2

File with the Commission, in a timely manner, all reports and other documents required of DDOO under the Exchange Act.

8.9

SEC Documents . From and after the Closing Date, in the event the Commission notifies DDOO of its intent to review any SEC Document filed prior to Closing or DDOO receives any oral or written comments from the Commission with respect to any SEC Document filed prior to Closing, DDOO shall promptly notify DDOO Shareholders and DDOO Shareholders shall fully cooperate with DDOO.

ARTICLE 9

CONDITIONS PRECEDENT TO DDOO'S

OBLIGATION TO CLOSE

DDOO's obligation to acquire the Shares and to take the other actions required to be taken by DDOO at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by DDOO, in whole or in part):

9.1

Accuracy of Representations . The representations and warranties of Cerebain and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement, and shall be deemed repeated as of the Closing Date and shall then be true and correct in all material respects, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule. The representations and warranties of Cerebain and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, and shall be deemed repeated as of the Closing Date and shall then be true and correct in all respects, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.

9.2

Performance by Cerebain and Shareholders .

9.2.1

All of the covenants and obligations that Cerebain and Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.

9.2.2

Each document required to be delivered by Cerebain and the Shareholders pursuant to this Agreement at or prior to Closing must have been delivered.

9.3

No Force Majeure Event . Since November 30, 2010, there shall not have been any delay, error, failure or interruption in the conduct of the business of any Acquired Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.

9.4

Certificate of Officer . Cerebain will have delivered to DDOO a certificate, dated the Closing Date, executed by an officer of Cerebain, certifying the satisfaction of the conditions specified in Sections 9.1, 9.2 and 9.3.

9.5

Certificate of Shareholders . Each Shareholder will have delivered to DDOO a certificate, dated the Closing Date, executed by such Shareholder, if a natural person, or an authorized officer of the Shareholder, if an entity, certifying the satisfaction of the conditions specified in Sections 9.1 and 9.2.

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9.6

Consents .

9.6.1

All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Cerebain and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by them of the transactions contemplated by this Agreement, shall have been obtained and made by Cerebain or the Shareholders, as the case may be, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on Cerebain or DDOO.

9.6.2

Deliberately Deleted

9.7

Documents . Cerebain and the Shareholders must have caused the following documents to be delivered to DDOO:

9.7.1

share certificates evidencing the number of Shares held by each Shareholder (as set forth in Exhibit A ), along with executed stock powers transferring such Shares to DDOO;

9.7.2

a Secretary's Certificate of Cerebain, dated the Closing Date, certifying attached copies of (A) the Organizational Documents of Cerebain and each Company Subsidiary, (B) the resolutions of Cerebain Board and the Shareholders approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of Cerebain signing this Agreement and any other agreement or instrument contemplated hereby to which Cerebain is a party;

9.7.3

a certified certificate of good standing, or equivalent thereof, of Cerebain;

9.7.4

each of the Transaction Documents to which Cerebain and/or the Shareholders is a party, duly executed; and

9.7.5

such other documents as DDOO may reasonably request for the purpose of (i) evidencing the accuracy of any of the representations and warranties of Cerebain and the Shareholders pursuant to Section 9.1, (ii) evidencing the performance of, or compliance by Cerebain and the Shareholders with, any covenant or obligation required to be performed or complied with by Cerebain or the Shareholders, as the case may be, (iii) evidencing the satisfaction of any condition referred to in this Section 9, or (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

9.8

No Proceedings . Since the date of this Agreement, there must not have been commenced or threatened against DDOO, Cerebain or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Closing Date) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement.

9.9

No Claim Regarding Stock Ownership or Consideration . There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, Cerebain, or (b) is entitled to all or any portion of DDOO Shares.

ARTICLE 10 .

CONDITIONS PRECEDENT TO THE OBLIGATION OF CEREBAIN

AND THE SHAREHOLDERS TO THE CLOSING

The Shareholders' obligation to transfer the Shares and the obligations of Cerebain to take the other actions required to be taken by Cerebain at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Cerebain and the Shareholders, in whole or in part):

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10.1

Accuracy of Representations . The representations and warranties of DDOO and DDOO Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement, and shall be deemed repeated as of the Closing Date and shall then be true and correct in all material respects, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule. The representations and warranties of DDOO and DDOO Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, and shall be deemed repeated as of the Closing Date and shall then be true and correct in all respects, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.

10.2

Performance by DDOO .

10.2.1

All of the covenants and obligations that DDOO and DDOO Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all respects.

10.2.2

Each document required to be delivered by DDOO and DDOO Shareholders pursuant to this Agreement must have been delivered.

10.3

No Force Majeure Event . Since November 30, 2010, there shall not have been any delay, error, failure or interruption in the conduct of the business of any DDOO Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.

10.4

Certificate of Officer . DDOO will have delivered to Cerebain a certificate, dated the Closing Date, executed by an officer of DDOO, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2. and 10.3.

10.5

Certificate of DDOO Shareholders . DDOO Shareholders will have delivered to Cerebain a certificate, dated the Closing Date, executed by such DDOO Shareholder, if a natural person or an authorized officer of DDOO Shareholder, if an entity, certifying the satisfaction of the conditions specified in Sections 10.1 and 10.2.

10.6

Consents .

10.6.1

All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by DDOO for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by DDOO, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on Cerebain or DDOO.

10.7

Documents . DDOO must have caused the following documents to be delivered to Cerebain and/or the Shareholders:

10.7.1

share certificates evidencing each Shareholder's pro rata share of the Closing DDOO Shares (as set forth in Exhibit A );

10.7.2

a Secretary's Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of DDOO and each DDOO Subsidiary, (B) the resolutions of DDOO Board approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of DDOO signing this Agreement and any other agreement or instrument contemplated hereby to which DDOO is a party;

10.7.3

a Certificate of Good Standing of DDOO;

10.7.4

each of the Transaction Documents to which DDOO is a party, duly executed; and

10.7.5

such other documents as Cerebain may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty of DDOO pursuant to Section 10.1, (ii) evidencing the performance by DDOO of, or the compliance by DDOO with, any covenant or obligation required to be performed or complied with by DDOO, (iii) evidencing the satisfaction of any condition referred to in this Section 10, or (iv) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement.

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10.8

No Proceedings . Since the date of this Agreement, there must not have been commenced or threatened against DDOO, Cerebain or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Closing Date) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby.

10.9

Contingent Liabilities . The signed certifications from all of the directors of DDOO confirming the absence of any hidden or contingent liabilities other than those as disclosed in the Annual Report on Form 10-K of DDOO for the fiscal year ended November 30, 2010.

ARTICLE 11.

TERMINATION

11.1

Termination Events . This Agreement may, by notice given prior to or at the Closing, be terminated:

11.1.1

by mutual consent of DDOO and the Shareholders (acting jointly);

11.1.2

by DDOO, if any of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of DDOO to comply with its obligations under this Agreement) and DDOO has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date;

11.1.3

Deliberately Deleted ;

11.1.4

by either DDOO or the Shareholders (acting jointly), if there shall have been entered a final, non-appealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated hereby;

11.1.5

by DDOO, if, prior to the Closing Date, Cerebain or any Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by DDOO claiming such breach; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1.5 shall not be available to DDOO if DDOO is in material breach of this Agreement at the time notice of termination is delivered;

11.1.6

by the Shareholders (acting jointly), if, prior to the Closing Date, DDOO is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the Shareholders claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1.6 shall not be available to the Shareholders (acting jointly) if any Shareholder is in material breach of this Agreement at the time notice of termination is delivered.

11.2

Effect of Termination .

Each party's right of termination under Section 11.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 11.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 5.11, 6.11, 11.2, and 13 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by another party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of another party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

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ARTICLE 12.

INDEMNIFICATION; REMEDIES

12.1

Survival . All representations, warranties, covenants, and obligations in this Agreement shall survive the Closing and expire on the sixth anniversary of the Closing (the “Survival Period”). The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

12.2

Indemnification by DDOO Shareholders .

12.2.1

From and after the Closing until the expiration of the Survival Period, each of the Principal DDOO Shareholders shall indemnify and hold harmless DDOO, Cerebain and the Shareholders (collectively, the “Cerebain Indemnified Parties”), from and against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (“Damages”) arising, directly or indirectly, from or in connection with:

(a)

any breach of any representation or warranty made by DDOO or DDOO Shareholders in this Agreement or in any certificate delivered by DDOO pursuant to this Agreement; or

(b)

any breach by DDOO or DDOO Shareholders of any covenant or obligation of DDOO in this Agreement required to be performed by DDOO or DDOO Shareholders on, prior to, or subsequent to the Closing Date.

12.3

Limitations on Amount - DDOO . No Cerebain Indemnified Party shall be entitled to indemnification pursuant to Section 12, unless and until the aggregate amount of Damages to all Cerebain Indemnified Parties with respect to such matters under Section 12 exceeds $10,000, at which time, Cerebain Indemnified Parties shall be entitled to indemnification for the total amount of such Damages in excess of $10,000.

12.4

Determining Damages . Materiality qualifications to the representations and warranties of Cerebain and DDOO shall not be taken into account in determining the amount of Damages occasioned by a breach of any such representation and warranty for purposes of determining whether the baskets set forth in Section 12.3 has been met.

12.5

Breach by Shareholders . Nothing in this Section 12 shall limit DDOO's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of DDOO pursuant to this Section shall be brought by DDOO Shareholders on behalf of DDOO and those Persons who were stockholders of DDOO immediately prior to the Closing.

ARTICLE 13.

GENERAL PROVISIONS

13.1

Expenses . Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement, including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.

Page 23

13.2

Public Announcements . DDOO may, but no later than three business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement and the Closing Date, Cerebain and DDOO shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.

13.3

Confidentiality .

13.3.1

Subsequent to the date of this Agreement, DDOO, DDOO Shareholders the Shareholders and Cerebain will maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence from another party in connection with this Agreement or the transactions contemplated by this Agreement, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any required filing with the Commission, or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.

13.3.2

In the event that any party is required to disclose any information of another party pursuant to clause (b) or (c) of Section 13.3.1, the party requested or required to make the disclosure (the “disclosing party”) shall provide the party that provided such information (the “providing party”) with prompt notice of any such requirement so that the providing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 13.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose the information of the providing party, the disclosing party may, without liability hereunder, disclose only that portion of the providing party's information which such counsel advises is legally required to be disclosed, provided that the disclosing party exercises its reasonable efforts to preserve the confidentiality of the providing party's information, including, without limitation, by cooperating with the providing party to obtain an appropriate protective order or other relief assurance that confidential treatment will be accorded the providing party's information.

13.3.3

If the transactions contemplated by this Agreement are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request.

13.4

Notices . All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by written notice to the other parties):


If to DDOO:	With a copy to:
Discount Dental Materials, Inc 4211 W. Magnolia Blvd Burbank, CA 91505 Attention: R. Douglas Barton	Gary B. Wolff, P.C 488 Madison Avenue, Suite 1100 New York, NY 10022 Attention: Gary B. Wolff Telephone No.: 212-644-6446 Facsimile No.: 212-644-6498

If to Company:	With a copy to:
Cerebain Biotech Corp. 92 Corporate Park, C-141 Irvine, CA 92606 Attention: Gerald A. DeCiccio	The Lebrecht Group, APLC 9900 Research Drive Irvine, CA 92618 Attention: Craig V. Butler, Esq. Telephone No.: 949-635-1240 Facsimile No.: 949-635-1244

Page 24

13.5

Arbitration . Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in Orange County, CA in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having proper jurisdiction.

13.6

Further Assurances . The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

13.7

Waiver . The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

13.8

Entire Agreement and Modification . This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

13.9

Assignments, Successors, and No Third-Party Rights . No party may assign any of its rights under this Agreement without the prior consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties. Except as set forth in Section 8.7 and Section 12.3, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

13.10

Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

13.11

Section Headings, Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

13.12

Governing Law . This Agreement will be governed by the laws of the State of California without regard to conflicts of laws principles.

13.13

Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Page 25

IN WITNESS WHEREOF , the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

DISCOUNT DENTAL MATERIALS, INC.

A Nevada corporation

Dated: ____________________

/s/ R. Douglas Barton

By: R. Douglas Barton

Its: President

R. Douglas Barton

Dated: _____________________

/s/ R. Douglas Barton

R. Douglas Barton, an individual

CEREBAIN BIOTECH CORP.

A Nevada corporation

Dated: _____________________

/s/ Gerald A. DeCiccio

By: Gerald A. DeCiccio

Its: President

Page 26

CEREBAIN SHAREHOLDERS

Dated: ____________________

/s/ Carl Bozzuto

Carl Bozzuto

Dated: ____________________

/s/ Eric A. Clemons

Eric A. Clemons

Dated: ____________________

/s/ Gerald A. DeCiccio

Gerald A. DeCiccio

Dated: ____________________

/s/ Donald Erwin

Donald Erwin

Dated: ____________________

/s/ Brian Franco

Brian Franco

Dated: ____________________

/s/ Cathy Freis

Cathy Freis

Dated: ____________________

/s/ Cheryl Hawkins Crookshanks

Cheryl Hawkins Crookshanks

Dated: ____________________

/s/ Dan Kern

Dan Kern

Dated: ____________________

/s/ Don Martens

Don Martens

Dated: ____________________

/s/ Clayton Miller

Clayton Miller

Dated: ____________________

/s/ Leslie Nguyen & John Reed

Leslie Nguyen & John Reed

Dated: ____________________

/s/ Dr. Surinder Singh Saini

Dr. Surinder Singh Saini, M.D.

Dated: ____________________

/s/ Harbans K. Sandhu

Harbans K. Sandhu

Dated: ____________________

/s/ Lovepreet Kaur Sandhu

Lovepreet Kaur Sandhu

Page 27

Dated: ____________________

/s/ Surinder Pal Sandhu

Surinder Pal Sandhu

Dated: ____________________

/s/ Teg S. Sandhu

Teg S. Sandhu

Dated: ____________________

/s/ Zorawar Singh Sandhu

Zorawar Singh Sandhu

Dated: ____________________

/s/ Calvin Tseng

Calvin Tseng

Dated: ____________________

/s/ Harveen Kaur Uppal

Harveen Kaur Uppal

Dated: ____________________

/s/ Brad Vroom

Brad Vroom

Dated: ____________________

/s/ Richmond Webb & Chandra Webb

Richmond Webb & Chandra Webb

Dated: ____________________

/s/ Jason Beatty

Jason Beatty

Dated: ____________________

/s/ Bradley D. Clary

Bradley D. Clary

Palladium Investment Capital Group, LLC

Dated: ____________________

/s/ Robert Wilson

By: Robert Wilson

Its: Manager

Zephyr Corporation

Dated: ____________________

/s/ Christopher Pettersson

By:

Its:

Dated: ____________________

/s/ Harpreet Bhalla

Harpeet Bhalla

Dated: ____________________

/s/ Raghbir Singh Bhinder

Raghbir Singh Bhinder

Dated: ____________________

/s/ Elizabeth Hurtado

Elizabeth Hurtado

Page 28

Dated: ____________________

/s/ Ralph Johnson

Ralph Johnson

Dated: ____________________

/s/ Patricia Rankin

Patricia Rankin

Dated: ____________________

/s/ Manpreet Singh Sidhu

Manpreet Singh Sidhu

Dated: ____________________

/s/ Sundeep Singh

Sundeep Singh

Dated: ____________________

/s/ Randall Mariani

Randall Mariani

Page 29

EXHIBIT A

CEREBAIN SHAREHOLDERS


Name and Address of Shareholder	Number of Cerebain Shares	Number of Newly Issued DDOO Shares (Pre-Split)	Number of Newly Issued DDOO Shares (Post-Split)*

Carl Bozzuto	10,000	2,000	12,500
Eric A. Clemons	560,000	112,000	700,000
Gerald A. DeCiccio	500,000	100,000	625,000
Donald Erwin	15,000	3,000	18,750
Brian Franco	150,000	30,000	187,500
Cathy Freis	20,000	4,000	25,000
Cheryl Hawkins Crookshanks	1,250,000	250,000	1,562,500
Dan Kern	1,000,000	200,000	1,250,000
Don Martens	20,000	4,000	25,000
Clayton Miller	115,000	23,000	143,750
Leslie Nguyen & John Reed	100,000	20,000	125,000
Dr. Surinder Singh Saini MD	6,600,000	1,320,000	8,250,000
Harbans K. Sandhu	1,500,000	300,000	1,875,000
Lovepreet Kaur Sandhu	100,000	20,000	125,000
Surinder Pal Sandhu	150,000	30,000	187,500
Teg S. Sandhu	6,090,000	1,218,000	7,612,500
Zorawar Singh Sandhu	200,000	40,000	250,000
Calvin Tseng	30,000	6,000	37,500
Harveen Kaur Uppal	200,000	40,000	250,000
Brad Vroom	2,000,000	400,000	2,500,000
Richmond Webb & Chandra Webb	40,000	8,000	50,000
Jason Beatty	84,000	16,800	105,000
Bradley D. Clary	270,000	54,000	337,500
Palladium Investment Capital Group, LLC	450,000	90,000	562,500
Zephyr Corporation	150,000	30,000	187,500
Harpeet Bhalla	25,000	5,000	31,250
Raghbir Singh Bhinder	10,000	2,000	12,500
Elizabeth Hurtado	50,000	10,000	62,500
Ralph Johnson	1,000,000	200,000	1,250,000
Patricia Rankin	25,000	5,000	31,250
Manpreet Singh Sidhu	25,000	5,000	31,250
Sundeep Singh	25,000	5,000	31,250
Randall Mariani	20,000	4,000	25,000

Total	22,784,000	4,556,800	28,480,000

*DDOO’s shareholders have already approved a 6.25-for-1 forward stock split but the stock split will not be effective until after the Closing. The shares listed here are post-forward stock split.

Page 30

SCHEDULES

SHARE EXCHANGE AGREEMENT

All capitalized terms used but not defined herein shall have the meaning described to them in the Share Exchange Agreement, dated as of January 17, 2012 , by and among Discount Dental Materials, Inc., a Nevada corporation, R. Douglas Barton, an individual, the persons listed on Exhibit A thereto, Cerebain Biotech Corp., a Nevada company, and the persons listed on Exhibit B thereto.

Page 31

SCHEDULE 4.1.5

BROKERS OR FINDERS OF SHAREHOLDERS

None

Page 32

SCHEDULE 5.1

COMPANY JURISDICTIONS

(Jurisdiction of Organization)

Nevada

Page 33

SCHEDULE 5.2

SUBSIDIARIES

Cerebain has no wholly-owned subsidiaries.

Page 34

SCHEDULE 5.7.1

OPTIONS

There are no outstanding or authorized options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating Cerebain to issue any shares of its Common Stock or any other Equity Security of Cerebain, except the following:

Warrant Agreement with Chandra Webb and Richmond Web dated May 18, 2011, under which Mr. Webb has the right to purchase up to 20,000 shares of Cerebain’s common stock at an exercise price of $1.00 on or before May 18, 2013.

Warrant Agreement with Calvin Tseng dated July 20, 2011, under which Mr. Tseng has the right to purchase up to 10,000 shares of Cerebain’s common stock at an exercise price of $1.00 on or before July 20, 2013.

Page 35

SCHEDULE 5.7.2

REDEMPTION REQUIREMENTS

None

Page 36

SCHEDULE 5.7.3

LIENS ON SHARES

None

Page 37

SCHEDULE 5.9

COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS

None.

Page 38

SCHEDULE 5.10

LEGAL PROCEEDINGS

None

Page 39

SCHEDULE 5.11

BROKERS OR FINDERS

None

Page 40

SCHEDULE 6.1

JURISDICTIONS

Incorporated in the State of Nevada

Page 41

SCHEDULE 6.2

OWNERSHIP INTEREST

None

Page 42

SCHEDULE 6.8.1

CAPITALIZATION AND RELATED MATTERS

See SEC documents or otherwise.

Page 43

SCHEDULE 6.8.2

NO REDEMPTION REQUIREMENTS

None

Page 44

SCHEDULE 6.8.4

SUBSIDIARIES

None

Page 45

SCHEDULE 6.10

LEGAL PROCEEDINGS

None

Page 46

SCHEDULE 6.11

BROKERS OR FINDERS

None

Page 47

SCHEDULE 6.12

ABSENCE OF UNDISCLOSED LIABILITIES

None

Page 48

SCHEDULE 6.13

CHANGES

None

Page 49

SCHEDULE 6.13.5

CAPITAL STOCK

None

Page 50

SCHEDULE 6.13.9

DISCHARGED LIABILITIES

None

Page 51

SCHEDULE 6.13.10

INDEBTEDNESS

None.

Page 52

SCHEDULE 6.13.14

AGREEMENTS

None, other than those set forth in Share Exchange Agreement dated December 22, 2011 to which this Schedule is annexed.

Page 53

SCHEDULE 6.15.1

AGREEMENTS

None

Page 54

SCHEDULE 6.15.2

None

Page 55

SCHEDULE 6.16.1

Tax Returns

Attached, if any.

Page 56

SCHEDULE 6.18

INSURANCE

No refusal or Notice of Cancellation

Page 57

SCHEDULE 6.19

LITIGATION

None

Page 58

SCHEDULE 6.21

INTERESTED PARTY TRANSACTIONS

None

Page 59

SCHEDULE 6.23

BANK ACCOUNTS AND SAFE DEPOSIT BOXES

Page 60

SCHEDULE 6.24

INTELLECTUAL PROPERTY

None

Page 61

SCHEDULE 6.27.1

STOCK OPTION PLANS; EMPLOYEE BENEFITS

None

Page 62

SCHEDULE 6.28

ENVIRONMENTAL MATTERS

Not applicable

Page 63

Exhibit 10.4

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Agreement") is effective as of the close of business on January 17, 2012, by and between Discount Dental Materials, Inc., a Nevada Corporation ("Assignor"), and R. Douglas Barton (the “Assignee”).

RECITALS

WHEREAS, pursuant to that certain Share Exchange Agreement dated as of January 17, 2012 (the “Share Exchange Agreement”), by and among Assignor and others, Assignor agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to all the Assets as defined below related and incidental to the business of Assignor (the “Business”), as it was conducted on and prior to the Closing of the transactions contemplated by the Share Exchange Agreement. The final terms of the Agreement to assign the net assets were agreed to orally by all parties concerned on January 17, 2012.

WHEREAS, pursuant to the Share Exchange Agreement and effective with the Closing (as defined in the Share Exchange Agreement) of the transaction contemplated in the Share Exchange Agreement, the parties thereto have agreed to cause Assignee to assume and to fully perform and satisfy and be liable for all of the liabilities and obligations of Assignor as defined below (the "Assumed Liabilities"), associated with the Business or Assets, and Assignee agreed to accept Assets and assume said liabilities.

WHEREAS, for the purpose of this Agreement, “Assets” shall mean all personal property (both tangible and intangible), contracts, accounts receivables, equipment, fixtures, general Intangibles (such as telephone and fax numbers, e-mail addresses and website URLs), bank deposit accounts, cash, all present and future contracts, all patents, franchise rights, trademarks, service marks, trade names, inventions, processes, know-how, trade secrets, copyrights, licenses and other rights related and incidental to the Business, as conducted prior to the Closing of the transactions contemplated by the Share Exchange Agreement.

WHEREAS, for the purpose of this Agreement, “Assumed Liabilities” shall mean any obligation of the Assignor under any contract or agreement, verbal or written, accounts payable, unfinished work-in-progress, accrued payroll and related taxes, and other current liabilities, checks issued in excess of deposits, deferred revenue, taxes payable, deferred taxes, benefit obligations and any portion of current liabilities, any debt obligations, capital lease or similar obligations, security interest, encumbrances, levies, liens or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any Asset, claims and causes of action, damages, demands, lost profits, suits, actions, judgments, assessments, costs and expenses, of any nature related and/or incidental to the Business.

NOW, THEREFORE, for good and valuable consideration, consisting of the return of 6,000,000 shares of the Assignor’s common stock owned by the Assignee (the “Purchase Price”), the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Assignment. In exchange for the assumption of the Assumed Liabilities and the Purchase Price, Assignor hereby grants, sells, assigns, transfers, conveys and delivers to Assignees, their successors and assigns, all of Assignor's rights, title and interest under, in and to the Assets and Business.

Assumption of Assumed Liabilities. Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.

Further Assurances. Each of Assignor and Assignee agree to execute such other documents and take such other actions as may be reasonably necessary or desirable to confirm or effectuate the assumption contemplated hereby.

Binding Effect . This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Assignee and its successors and assigns and shall inure to the benefit of Assignor and its successors and assigns.

Modification . This Agreement may be modified or supplemented only by written agreement of the parties hereto.

Closing . The closing of the transaction contemplated herein will be coordinated with the closing of the transactions contemplated by that certain Stock Purchase Agreement by and between Cerebain Biotech Corp. and certain DDOO shareholders and dated of even date hereof, as well as the closing of the transactions contemplated by that certain Share Exchange Agreement by and between DDOO, Douglas Barton, Cerebain Biotech Corp. and certain shareholders of Cerebain Biotech Corp. dated of even date hereof, and it is the intent of the parties that the transactions contemplated by all three agreements close simultaneously.

Indemnification . After the closing of the transaction contemplated hereby Barton shall indemnify and hold harmless DDOO and its shareholders from and against any any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement arising, directly or indirectly, from or in connection with the Assets, the Assumed Liabilities or the business or activities of DDOO prior to the closing contemplated by this Agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed effective as of the date first above written.

ASSIGNOR

DISCOUNT DENTAL MATERIALS, INC.

A Nevada Corporation

/s/ R. Douglas Barton

By: R. Douglas Barton

Its: President, Chairman and Chief Executive Officer

Dated: December __, 2011

ASSIGNEE

/s/ R. Douglas Barton

R. Douglas Barton

Dated: December __, 2011

Exhibit 10.5

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 17 ^th day of January, 2012, by and between the persons and entities listed on the signature page hereof and on Exhibit A (collectively, the “Sellers”) who are the record or beneficial owners of shares of capital stock of Discount Dental Materials, Inc. (the “Company”) in the amounts listed on Exhibit A , and Cerebain Biotech Corp., a Nevada corporation (the “Buyer”).

W I T N E S S E T H:

WHEREAS, the Sellers desire to sell to Buyer Three Million Eight Hundred Thousand (3,800,000) shares of common stock of the Company, $0.001 par value per share, restricted in accordance with Rule 144, (the “Shares”), and the Buyer desires to purchase from the Sellers the Shares upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

Sale and Transfer of the Shares . At the Closing (as hereinafter defined) and subject to the terms and conditions of this Agreement, the Sellers shall sell, convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Sellers, the Shares for the purchase price specified in Section 2 below. By signing below the Sellers agree to appoint Gary B. Wolff as the “Seller’s Representative” for the purposes of closing the transaction described herein, accepting the purchase price paid by the Buyer for the Shares and executing any further documents necessary to consummate the transactions described herein.

Purchase Price . In exchange for the Shares, at Closing the Buyer shall pay $296,000 to Gary B. Wolff, as Sellers’ Representative.

Closing . The Closing of the transaction described in this Agreement shall take place on such date as mutually determined by the parties hereto (the “Closing”), which Closing is expected to be on or before February 9, 2012, unless extended by mutual consent of the parties hereto. At the Closing, the Sellers shall deliver to the Buyer one or more stock certificates representing the Shares to be transferred hereunder together with a medallion-guaranteed stock power sufficient to transfer the Shares from the Sellers to the Buyer. The Closing will be coordinated with the closing of the transactions contemplated by that certain Share Exchange Agreement by and between DDOO, Douglas Barton, Buyer and certain shareholders of Buyer dated of even date hereof, as well as the closing of the transactions contemplated by that certain Spinoff Agreement by and between DDOO and Douglas Barton dated of even date hereof, and it is the intent of the parties that the transactions contemplated by all three agreements close simultaneously. By signing below the Sellers give their consent to DDOO and its Board of Directors to sell all DDOO’s current assets and liabilities to Douglas Barton pursuant to the Spinoff Agreement reference herein.

Representation and Warranties of the Seller . The Sellers represent and warrant that:

(a)

Authority . The Sellers have all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly authorized, executed and delivered by the Sellers and constitutes a valid and binding obligation of the Sellers enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Sellers does not and will not violate any provision of any law, regulation or order, or conflict with or result in the breach of, or constitute a default under, any material agreement or instrument to which the Sellers are a party or by which the Sellers may be bound or affected.

Page 1 of 5

(b)

Title . The Sellers have good and marketable title to all of the Shares being sold by him to the Buyer pursuant to this Agreement. The Shares will be, at the Closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind, except for restrictions on transfer imposed by federal and state securities laws. None of the Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to such Shares. Except as provided in this Agreement, the Sellers are not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Buyer (and/or assigns) impair, restrict or delay voting rights with respect to the Shares.

(c)

Affiliate Status . Some of the Sellers are affiliates of the Company or its predecessor(s); as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”).

(d)

Restricted Securities . The Sellers hereby represent and warrant to the Buyer that the Shares are “restricted securities” within the meaning of Rule 144 of the Securities Act and may not be sold, pledged, or otherwise disposed of by the Buyer without restriction under the Securities Act and applicable state securities laws.

(e)

Capital. Immediately prior to the Closing the Shares will represent approximately 37.25% of the Company’s outstanding common stock.

(f)

Duly Endorsed . Sellers hereby represent and warrant to the Buyer that certificates representing the Shares will be duly endorsed upon their transfer to the Buyer, which endorsement will contain a medallion-guaranteed stock power sufficient for the transfer agent to transfer the Shares to the Buyer.

(g)

Transfer of Shares . The Sellers agree to supply all necessary paperwork, including the share certificates representing the Shares and medallion-guaranteed stock powers, or other sufficient transfer authorization, to transfer the Shares into the Buyer’s at the Closing.

(h)

Representations . All representations shall be true as of the Closing and all such representations shall survive the Closing.

Representation and Warranties of the Buyer . The Buyer represents and warrants that:

(a)

Authority . The Buyer has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Buyer does not and will not violate any provision of any law, regulation or order, or result in the breach of, or constitute a default under, any material agreement or instrument to which any Buyer is a party or by which any Buyer may be bound or affected.

(b)

No Solicitation . The Buyer’s purchase of the Shares hereunder has not been solicited by means of general solicitation or by advertisement.

Entire Agreement . This Agreement constitutes the complete understanding between the parties hereto with respect to the subject matter hereof, and no alteration, amendment or modification of any of the terms and provisions hereof shall be valid unless made pursuant to an instrument in writing signed by each party. This Agreement supersedes and terminates any and all prior agreements or understandings between the parties regarding the subject matter hereof.

Fees and Costs . The Sellers and the Buyer shall each bear their own fees and costs incurred in connection with this Agreement.

Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, successors and assigns.

Page 2 of 5

Governing Law . This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of California.

10.

Survival of Representations and Warranties . All representations and warranties made by the Sellers and the Buyer shall survive the Closing.

11.

Jurisdiction and Venue . Any claim or controversy arising out of or relating to the interpretation, application or enforcement of any provision of this Agreement, shall be submitted for resolution to a court of competent jurisdiction in California. The parties hereby consent to personal jurisdiction and venue in Orange County, California.

12.

Construction and Severability . In the event any provision in this Agreement shall, for any reason, be held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain such invalid or unenforceable provision, and the rights and obligations of the parties hereto shall continue in full force and effect and shall be construed and enforced in accordance with the remaining provisions hereof.

13.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.

Paragraph Headings . The paragraph headings contained in this Agreement are for convenience only and shall not affect in any manner the meaning or interpretation of this Agreement.

15.

Rule of Construction Relating to Ambiguities . All parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with their respective counsel and/or other representative, and therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the document shall not be applicable.

[Signature Pages Follow]

Page 3 of 5

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SELLERS:

Dated: ____________________

/s/ Douglas Barton ________________________

Douglas Barton

Dated: ____________________

/s/ Keith Barton __________________________

Keith Barton

Dated: ____________________

/s/ Michelle Barton __________________________

Michelle Barton

Dated: ____________________

/s/ Craig Barton ____________________________

Craig Barton

Dated: ____________________

/s/ Patricia Barton __________________________

Patricia Barton

Dated: ____________________

/s/ Steven Barton ____________________________

Steven Barton

Dated: ____________________

/s/ Claire Heil ______________________________

Claire Hei

Dated: ____________________

/s/ Claire Hughes ___________________________

Claire Hughes

Dated: ____________________

/s/ Dennis Hughes ___________________________

Dennis Hughes

Dated: ____________________

/s/ Patricia Skarpa __________________________

Patricia Skarpa

Dated: ____________________

/s/ Hallie Beth Skarpa _______________________

Hallie Beth Skarpa

PE Group, Inc.

Dated: ____________________

/s/ Edward Heil _____________________________

By:

Its: Managing Director

Page 4 of 5

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

Buyer: Cerebain Biotech Corp.

a Nevada corporation

/s/ Gerald A. DeCiccio

By: Gerald A. DeCiccio

Its: President

92 Corporate Park, C-141

Address

Irvine, CA 92606

City, State and Zip Code

SSN or TIN : 27-2374588

Page 5 of 6

Exhibit A

DDOO Selling Shareholders


DDOO Selling Shareholder	No. of DDOO Shares

Douglas Barton	3,000,000
Keith Barton	200,000
Michelle Barton	200,000
Craig Barton	60,000
Patricia Barton	200,000
Steven Barton	100,000
Claire Heil	10,000
Claire Hughes	5,000
Dennis Hughes	5,000
PE Group, Inc.	5,000
Patricia Skarpa	10,000
Hallie Beth Skarpa	5,000
Total:	3,800,000

Page 6 of 6

Exhibit 10.6

PATENT LICENSE AGREEMENT

This Patent License Agreement (the “Agreement”) is hereby entered into effective as of June 10, 2010 (the “Effective Date”), by and between Cerebain Biotech Corp., a California corporation, (hereinafter “Cerebain”) located at 92 Corporate Park, C-141, Irvine, CA 92606, and Dr. Surinder Singh Saini, MD, an individual (hereinafter “Licensor”) located at 1280 Bison Ave., B9-41, Newport Beach, CA 92657. Cerebain and Licensor may each be referred to herein as a “Party” and together as the “Parties.”

1. RECITALS

Licensor is the owner of certain patents and patent applications which Cerebain is interested in licensing from Licensor for the purpose of developing commercially-viable applications using the intellectual property.

The Parties desire that Licensor grant an exclusive license for applications and implementations involving the patents and patent applications.

NOW, THEREFORE, in consideration of the promises and agreements set forth below and the other considerations cited herein, the Parties agree as follows.

2. DEFINITIONS

As used in this Agreement, the following terms shall be defined as set forth below:

2.1.

“Confidential Information” shall mean any and all information disclosed by a Party (the “Disclosing Party”) to the other party (the “Recipient”) hereunder that is clearly marked or identified as “confidential,” such as proprietary information relating to the Disclosing Party’s technology (including the Intellectual Property and any associated knowhow), products, processes, business information, or intellectual property rights. “Confidential Information” further includes the terms and conditions of this Agreement not otherwise made public by agreement of the parties as well as information arising or disclosed pursuant to this Agreement. Notwithstanding the foregoing, information will not be considered “Confidential Information” to the extent the Recipient can demonstrate by written record or other suitable physical evidence that:

such specific information was lawfully in the Recipient’s possession or control prior to the time such information was disclosed to the Recipient by the Disclosing Party;

such specific information was independently developed by one or more employees or other agents of the Recipient without reference to such Confidential Information;

such specific information was lawfully obtained by the Recipient from a third party under no obligation of confidentiality to the Disclosing Party; or

such specific information was, at the time it was disclosed or obtained by the Recipient, or thereafter became, publicly known otherwise than through a breach of the Recipient’s obligations hereunder.

2.2.

“Improvements” shall mean inventions or other improvements which relate to or are based on the Inventions and which are within the scope of the then existing Intellectual Property. An Improvement shall be within the scope of a patent in the Intellectual Property if covered by a claim, either literally or under the doctrine of equivalents.

2.3.

“Intellectual Property” shall mean:

U.S. Patent Application Serial No. 12/361,808 (published as US 2009/0191127), titled “Omentum and Use Thereof”;

International Application Number PCT/US2009/031462 (published as WO 2009/0094340), titled “Omentum and Use Thereof”;

all issued patents, continuations, continuations-in-part, divisionals, and other patents or applications derived from the foregoing; and,

all related knowhow and trade secrets relating to the subject matter of the above patents and patent applications.

2.4.

“Licensed Products” shall mean any product, device, process, method, apparatus, kit or component part, or any part thereof, or any subject matter, where manufacture, use, or sale is covered, in whole or in part, either literally or under the doctrine of equivalents, by any issued or pending claim of one ore more of the Intellectual Property pending or issued in the country of manufacture, use, or sale.

2.5.

“Net Sales” shall mean the revenue acquired from the gross sales of Cerebain and its Sublicensees from the sale, use, or other disposition of the Licensed Products less:

Sales taxes, tariffs, duties, and/or other taxes directly imposed and with reference to particular sales;

Bulk packing, shipping insurance, and outbound transportation prepaid or allowed;

Customary trade, quantity, or cash discounts and rebates actually allowed and taken;

Amounts allowed or credited on returns; and,

Uncollected accounts receivable which are over 180 days past due and are recorded on the books of Cerebain as a bad debt in accordance with generally accepted accounting principles.

A “sale” shall occur on the earlier of the date a Licensed Product is shipped, invoiced for, or payment in respect of it is received. The term “Net Sales” shall not include sales between Cerebain and its Sublicensees, unless such Sublicensee is the end user of the Licensed Products, in which case “Net Sales” shall include any such sales and the Net Sales price shall be no less than is currently being paid by third party buyers of such Licensed Products, and Cerebain shall not receive credit for any discounts or allowances granted. Any sales or transfers of Licensed Products by Cerebain or its Affiliates or Sublicensees to any person or entity that does not deal at arm's-length with such seller shall be computed, for the purposes of determining Net Sales, at an amount equal to the price at which Cerebain would have invoiced or charged purchasers making similar commitments which deal at arm's-length with Cerebain.

2.6.

"New Invention(s)" shall mean an invention conceived or reduced to practice by Cerebain or jointly by Cerebain and Licensor which relates to or is based on the subject matter of the Intellectual Property or on work developed under the direction of Licensor, but which is outside the scope of the then-existing Intellectual Property.

2.7.

“Party” (and collectively, “Parties”) shall mean either or collectively the Licensor and/or Cerebain, and all associated affiliates. Affiliates shall include a) any officer, director, and/or legal entity directly or indirectly controlled by, or controlling, a Party, b) an entity of which fifty percent or more of the voting stock is controlled or owned directly by a Party; c) an entity which owns fifty percent or more of the voting stock of a Party; and e) an entity the majority ownership of which is directly or indirectly common to the majority ownership of a Party.

2.8.

“Quarter Year” shall mean the three-month periods ending March 31st, June 30th, September 30th and December 31st of each year.

2.9.

“Sublicensee” shall mean third parties to whom Cerebain sublicenses the Intellectual Property pursuant to the terms of this Agreement to develop, manufacture, have manufactured, use, and sell the Licensed Products.

2.10.

“Sublicensee Income” shall mean compensation or consideration of any kind received by Cerebain from a Sublicensee, including without limitation cash, marketable securities, stock or shares, and any tangible or intangible assets.

3. GRANT OF LICENSE

3.1.

Grant . Subject to the terms and conditions of this Agreement, Licensor grants and Cerebain hereby accepts a worldwide, exclusive, non-transferable license under the Intellectual Property to develop, manufacture, have manufactured, use, market, import, have imported, offer for sale, and sell the Licensed Products. This license grant shall be for the full term of the patents in the Intellectual Property.

3.2.

Sublicense . Cerebain shall have the right to sublicense the Intellectual Property to third parties (hereinafter “Sublicensee”), subject to the prior written consent of Licensor, whose consent shall not be unreasonably withheld. The sublicense terms shall be commercially reasonable when compared to similar transactions conducted at arms length, and no sublicense shall contain the right to grant further sublicenses without the prior written consent of Licensor.

3.3.

Retention of Rights . Licensor shall retain the nontransferable right to make, use and practice the Intellectual Property for his own noncommercial purposes. The license granted hereunder shall not be construed to confer any rights upon Cerebain by implication, estoppel or otherwise as to any technology or intellectual property other than the Intellectual Property.

3.4.

Third Party Licenses . The parties recognize that Cerebain may encounter patents held by third parties, and that licenses between Licensor or Cerebain and such third parties may be necessary in order to enable Cerebain to develop, make or market certain Licensed Products. In that event, Cerebain has the right to enter into licensing agreements with such third parties, provided Licensor is consulted before hand, is reasonably satisfied that the third party does in fact hold a patent that limits Cerebain’s rights in respect of the making, using and/or marketing the Licensed Products, and Licensor gives its written approval to such license, which approval shall not be unreasonably withheld. Any money received by Cerebain in exchange for such cross-licensing shall be treated as consideration from Sublicensees for sublicensing.

4. ROYALTIES AND OTHER PAYMENTS

4.1.

Monetary Consideration. Within ninety (90) days from the Effective Date, Cerebain will pay Licensor US$ 50,000.

4.2.

Shares . Within sixty (60) days from the Effective Date, Cerebain will issue 6,600,000 shares of its Common Stock to Licensor. Licensor will have the option to participate in the sale of equity by the Company, up to ten percent (10%) of the money raised, in exchange for the shares issued under this Section. Cerebain shall timely notify Licensor of any such equity sale opportunities.

4.3.

Royalty. In partial consideration for the license granted hereunder, during the term of this Agreement, Cerebain shall pay to Licensor a royalty of 6% of the value of the Net Sales generated from the sale of the Licensed Products.

4.4.

Sublicense Royalty . Subject to any other applicable provisions in this Agreement, including Section 3.2, Cerebain shall pay Licensor 20% of any Sublicensee Income it receives from any Sublicensee.

4.5.

Minimum Royalty . Cerebain shall pay Licensor a Minimum Yearly Royalty payment of:

US$50,000 on the fourth year anniversary of the Effective Date, and annually for the following two years, regardless of whether any Licensed Products have been sold; and

US$100,000 on the seventh year anniversary of the Effective Date, and annually for each following year thereafter during the term of the Agreement.

Any royalty payments paid during the respective yearly term to Licensor under Sections 4.3 and 4.4 shall be deducted from the Minimum Yearly Royalty payments due.

4.6.

Consultancy . Cerebain agrees to pay Licensor a fee of $300/hour for additional services rendered on Cerebain’s behalf by Licensor, as well as any reasonably related travel, accommodation, food, or other expenses.

5. REPORTS AND RECORDS

5.1.

Royalty Reports . Following the earlier of (i) the commencement of sales of Licensed Products, or (ii) the execution of a sublicense agreement granted pursuant to Section 3.2, within thirty (30) days after each Quarter Year, Cerebain shall deliver and shall cause its Sublicensees to deliver to Licensor a true and accurate Royalty Report on the particulars of the business conducted under this Agreement that are pertinent to a royalty accounting. The Royalty Report shall include at least the following: (a) the number of Licensed Products and other royalty-bearing products sold by Cerebain and any and all Sublicensees; (b) total gross sales and revenues for the Licensed Products sold by Cerebain and/or its Sublicensees, and the total royalties or other consideration received by Cerebain from its Sublicensees; (c) total royalties due; and, (d) names and addresses of all Sublicensees of Cerebain. The Royalty Reports shall be signed by an officer of Cerebain. Licensor agrees to hold all information in such Royalty Reports in confidence, except as necessary to communicate and/or investigate Cerebain’s or its Sublicensees’ non-compliance with this Agreement. With each Royalty Report, Cerebain and/or its Sublicensees shall pay to Licensor any royalties due under this Agreement. If no royalties are due, Cerebain shall so report.

5.2.

Record Retention . Cerebain shall make and retain and shall cause its Sublicensees to make and retain, for a period of three (3) years following the period of each report required by the Article true and accurate records of the account containing all the data reasonably required for the full computation and verification of gross sales, gross revenues, and other information required in Section 5.1. Such records shall be in accordance with generally accepted accounting principles consistently applied and shall be kept at Cerebain’s principal place of business. Cerebain and any of its Sublicensees shall permit the inspection of such records by an independent certified public accountant chosen by Licensor and reasonably acceptable to Cerebain during regular business hours upon five (5) business days’ written notice to Cerebain, to the extent necessary to verify compliance with this Agreement. Such inspection shall not be made more than once each calendar year unless an error is discovered, or for other good cause. All costs of such inspection and copying shall be paid by Licensor, provided that if any such inspection shall reveal that an error has been made in an amount equal to 5% or more of any such payment due, such costs shall be paid by Cerebain.

5.3.

Interest on Overdue Account . The royalty payments set forth in this Agreement and any other amounts due to Licensor under this Agreement, which are not paid within ten (10) business days after written notice to Cerebain of the failure to make sure payments, shall bear interest after the due date until paid in full at the highest contract rate of interest permitted by law, not to exceed 1.5% each month. Cerebain acknowledges that this Section shall not constitute an agreement by Licensor to accept such payments after they are due or to extend credit to Cerebain, and Cerebain acknowledges that its failure to pay all amounts when due shall constitute grounds for termination of this Agreement as provided in Section 9. The payment of such interest shall not foreclose Licensor from exercising any other rights it may have as a consequence of the lateness of any payment.

5.4.

Payments after Termination . If this Agreement should be terminated at any time other than at the end of the Quarter Year or Royalty Year, the last Royalty Report and payment shall be made within sixty (60) days after the effective date of such termination, and shall include any royalties through the date of termination. Additionally, Cerebain and any of its Sublicensees shall provide Licensor with a report setting forth the amount of any inventory of Licensed Products not sold as of the date of termination, and Cerebain and any of its Sublicensees shall continue to render Royalty Reports on the sales of such existing inventory and to make payments as though this Agreement were still in effect.

6. DUE DILIGENCE IN COMMERCIALIZATION

6.1.

Reasonable Efforts . Cerebain agrees that it shall use its reasonable efforts and diligently endeavor to achieve the development, regulatory approval, and commercialization of the Licensed Products. Cerebain may conduct such efforts itself or through a Sublicensee.

6.2.

Termination . If, after a period of seven years from the Effective Date, Cerebain has not commercialized a Licensed Product, Licensor shall have the right, at its option to: (a) terminate the Agreement; or, (b) convert any or all of the rights granted to Cerebain from exclusive to non-exclusive. Notwithstanding the other provisions of this Section 6.2, in the event Cerebain is in the final stages of approval with the U.S. Food and Drug Administration (FDA) for approval of a Licensed Product, then Cerebain shall have an additional one (1) year to commercialize a Licensed Product before Licensor’s rights outlined above vest under this Section.

6.3.

Status Reports . Cerebain shall provide periodic Status Reports to Licensor, at least quarterly, indicating progress and problems to date in commercialization of the Licensed Products. Such Status Reports shall also include a forecast and schedule of major events required to marked the Licensed Products. Licensor shall treat all such information as confidential.

7. PATENT PROSECUTION

7.1.

Patent Prosecution Expenses . Beginning from the Effective Date and during the term of this Agreement and subject to Section 7.7, Licensor shall diligently prosecute and maintain, at Cerebain’s expense, the United States and foreign patents comprising the Intellectual Property, using patent counsel of Licensor’s choice that is reasonably acceptable to Cerebain.

7.2.

Patent Prosecution Cooperation . The Parties agree to fully cooperate with one another and to keep each other fully informed regarding the preparation, filing, and prosecution of all patent applications which Licensor may file and prosecute pursuant to this Agreement. Cerebain will also execute and deliver all documents which Licensor may deem necessary or desirable for the Intellectual Property. Licensor will also promptly provide copies of all documents received from any patent office, so as to keep Cerebain informed of the continuing prosecution. The Parties agree that representatives of each Party shall meet periodically to review and keep one another fully informed as to the status of all Intellectual Property and all patent-related matters. Such representatives may meet in person or telephonically, as mutually agreed upon by the Parties.

7.3.

Protection of Licensed Products . Licensor will use reasonable efforts to amend any patent application to include claims reasonably requested by Cerebain to protect the Licensed Products.

7.4.

Foreign Protection of Licensed Products . Cerebain will have the right to request that Licensor obtain or maintain patent protection on the Intellectual Property in foreign countries if possible or available. Cerebain shall notify Licensor in writing of the countries in which it desires to obtain or maintain foreign patents not less than sixty (60) days prior to the deadline for any payment, filing, or action to be taken in connection therewith, and Cerebain shall be responsible for all associated costs. Upon receipt of such request, Licensor will undertake the actions described in Section 7 with respect to each foreign country requested by Cerebain and shall timely file any applicable patent applications. Cerebain will be responsible for all costs associated with such a request.

7.5.

Patent Marking . Cerebain and its Sublicensees shall mark all Licensed Products sold by it with appropriate patent markings indicating that the Licensed Products are protected by one or more of patents in the Intellectual Property. All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform to the patent laws and practices of the country of manufacture or sale.

7.6.

Decision not to file . If Licensor decides to take steps which would result in either not filing a patent application or the abandonment of a patent or patent application, it shall promptly give notice to Cerebain of such decision, which notice shall in no event be less than thirty (30) days prior to the next deadline for payment, filing, or any other related action. Further, Licensor shall provide Cerebain an opportunity to assume responsibility for such patent application or patent.

7.7.

Decision not to pay . At any time, upon providing sixty (60) days written notice, Cerebain may discontinue making payments with regard to any patent application(s) and/or patent(s) within the Intellectual Property, and in such case, Cerebain shall have no further rights under this Agreement and this license shall terminate with respect to those patent applications and/or patents.

7.8.

Patent Extension . With respect to any issued patent in the Intellectual Property, Licensor will designate Cerebain as its agent for obtaining an extension of such patent or governmental equivalent which extends the exclusivity of any of the patent subject matter where available in any country in the world, or if not feasible, at Cerebain’s option, permit Cerebain to file in Licensor’s name or diligently obtain such extension for Cerebain, or its Sublicensees at Cerebain’s expense. Licensor agrees to provide reasonable assistance, at no out-of-pocket expense, to facilitate Cerebain’s efforts to obtain any extension. If for any reason Cerebain fails to exercise diligent efforts to obtain any extension or determines that it will not seek such extension, Cerebain shall provide reasonable assistance, at no out-of-pocket expense, to facilitate Licensor’s efforts to obtain any such extension.

8. INFRINGEMENT

8.1.

Notice of Infringement . The Parties shall promptly give written notice to each other of any apparent infringement discovered with respect to any patent issuing from the Intellectual Property. Such notice shall set forth the known facts of the apparent infringement in reasonable detail. Upon written notice to Licensor, Cerebain shall have the first right, but not the obligation, to bring any legal action with respect to such apparent infringement at its own expense and for its own benefit. In such event, Licensor agrees to cooperate with Cerebain and to join in such action as a party plaintiff if requested to do so by Cerebain and, at Cerebain’s request, to give Cerebain all needed information, assistance, and authority to file and prosecute such suit. Cerebain shall reimburse Licensor for all verified out-of-pocket expenses incurred by Licensor in providing such assistance, including attorneys’ fees, expenses, and expert witness fees incurred by Licensor. To ensure that no rights of Licensor are compromised in any such action, Cerebain shall not settle any such claim or action, or enter into any settlement agreement that admits that any third party product does not infringe the Intellectual Property or that any patent in the Intellectual Property is invalid or enforceable without Licensor’s prior written consent, which consent shall not be unreasonably withheld. If there is a recovery in such action (including a recovery as a result of a settlement), after recovery of all direct out-of-pocket expenses incurred by Cerebain and Licensor in connection with the action, Cerebain shall pay to Licensor an cash or cash equivalent received from any alleged infringer equivalent to the royalties which Licensor would have received if such alleged infringer had been a Sublicensee.

8.2.

Infringement of Third Party Rights . If Cerebain or Licensor receive notice of a claim or action by a third party alleging infringement of such third party’s rights in connection with the development, manufacture, use, marketing, or sale of a Licensed Product by Cerebain or its Sublicensees, Cerebain shall have the right to conduct the legal defense, but shall not enter into any disposition with respect thereto, or enter into any settlement agreement that admits that any Licensed Product infringes any third party right without Licensor’s prior written consent to such disposition, which consent shall not be unreasonably withheld. All costs of Cerebain’s defense, and any damages awarded or amounts paid in settlement in any such claim shall be the sole responsibility of Cerebain. Licensor shall cooperate with Cerebain if requested by Cerebain in its defense of such infringement claim or action, provided that Cerebain shall reimburse Licensor for all out-of-pocket expenses, including attorneys’ fees, expenses, and expert witness fees incurred by Licensor in providing such cooperation.

8.3.

Indemnification . Subject to the notification provisions of Section 8.4 below, Cerebain shall defend and hold harmless Licensor against a third party infringement claim or action which results from the development, manufacture, use, marketing, or sale of a Licensed Product by Cerebain or its Sublicensees, and indemnify Licensor against the cost of such defense undertaken by Cerebain including attorneys’ fees and all other legal expenses, costs, expert witness fees, and damages awarded or amounts paid in settlement in any such claim or action. Such indemnification shall include attorneys’ fees for independent counsel retained by Licensor if Licensor deems such separate independent counsel to be necessary as a result of conflicts of interest with Cerebain, but only in connection with services rendered in connection with matters with respect to which the parties have adverse interests. Cerebain’s indemnification shall not include indemnification to the extent to which such infringement is directly caused by Licensor prior to the date of this Agreement.

8.4.

Notification . In the event that any claim is asserted against Licensor or Cerebain (or any of their respective officers, directors, trustees, employees, agents, or representatives), or if any such person is made a party defendant in any action involving a matter which is the subject of Licensor’s indemnification as set forth above, or if either Party becomes aware of a claim or patent which might provide the basis for a third party’s claim of infringement against Cerebain for the development, manufacture, use, marketing, or sale of a Licensed Product, then such Party shall give written notice to the other within thirty (30) days of having learned of such, or within ten (10) days of the receipt of a written complaint or formal pleading regarding the same.

9. TERM AND TERMINATION OF AGREEMENT

9.1.

Term . The term of the license granted under this Agreement shall continue until the last patent in the Intellectual Property expires, unless terminated sooner under the provisions of this Agreement.

9.2.

Termination by Licensor . In addition to any other rights of termination set forth in this Agreement, and subject to any applicable cure periods prescribed herein, Licensor may in his sole discretion terminate this Agreement in the event that:

Cerebain fails to make payments when due of any amounts owed to Licensor under this Agreement, including royalty payments, and Cerebain does not correct such failure within thirty (30) business days after receipt of written notice of such failure is delivered to Cerebain;

Cerebain or its Sublicensees have not commercialized a Licensed Product, or have a Licensed Product in the final stages of approval with the FDA (as set forth in Section 6.2), after a period of seven years from the Effective Date;

Cerebain commits a breach of any other obligation of this Agreement or related Party agreement which is not cured (if capable of being cured) within thirty (30) days after receiving notice of such;

Cerebain or its Sublicensees intentionally provide any materially false report, in which event such termination shall be effective thirty (30) days after written notice to Cerebain; or,

Cerebain becomes insolvent or a petition in bankruptcy is filed against Cerebain and is consented to, acquiesced, and remains undismissed for ninety (90) days; or Cerebain makes a general assignment for the benefit of creditors, or a receiver is appointed for Cerebain, and Cerebain does not return to solvency before the expiration of said thirty (30) day period set by the notice, in which event such termination shall be effective thirty (30) days after written notice to Cerebain.

9.3.

Conversion to Non-Exclusive License . In addition to the provision set forth in Section 9.2 d) above, Licensor shall have the option, at its sole discretion, to convert the license set forth in this Agreement to a non-exclusive license if Cerebain or its Sublicensees have not commercialized a Licensed Product, or have a Licensed Product in the final stages of approval with the FDA (as set forth in Section 6.2), after a period of seven years from the Effective Date.

9.4.

Termination by Cerebain . Cerebain shall have the option to terminate this Agreement upon providing sixty (60) days’ written notice to Licensor.

9.5.

Obligations on Termination .

Rights Termination . Upon termination of this Agreement and except as otherwise expressly provided herein, all of the rights and licenses granted to Cerebain under the terms of this Agreement shall terminate. Cerebain shall assign any sublicenses granted under this Agreement to Licensor. All rights licensed or transferred by Licensor to Cerebain hereunder which are subject to termination shall revert to Licensor, and Cerebain agrees to execute all instruments reasonably necessary and desirable to revest said rights in Licensor.

Regulatory Records . Upon termination, Cerebain shall transfer ownership and possession of all records and documents of Cerebain filed with regulatory authorities (including but not limited to the FDA or any foreign counterpart authorities) relating to the Licensed Products.

Return of Confidential Material . Upon termination, Cerebain and its Sublicensees shall return all Confidential Information, including any knowhow relating to the Intellectual Property, transferred to Cerebain by Licensor. Cerebain and its Sublicensees shall maintain confidentiality and not use any such information for a period of five (5) years after termination of this Agreement.

Unsold Inventory . In the event this Agreement is terminated for any reason, Cerebain and its Sublicensees shall have the right to sell or otherwise dispose of their stock of any Licensed Products, subject to the obligation of Cerebain to pay Licensor the royalty payments as provided in Section 4 of this Agreement. Cerebain shall immediately discontinue any additional production of the Licensed Products.

Sublicensees . In the event that the license granted to Cerebain under this Agreement is terminated, any sublicenses granted to Sublicensees shall remain in full force and effect, provided that the Sublicensee is not then in breach of its sublicense agreement, and the Sublicensee agrees to be bound to Licensor as a licensee under the terms and conditions of the agreement, in which case Licensor and Sublicensee shall enter into appropriate agreements or amendments to the sublicense agreements to substitute Licensor for Cerebain as the licensor.

Other Rights . Termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination, including, without limitation, Cerebain's obligation to pay all royalties or other payments and/or reimbursements specified in Section 4. The rights provided in. this Section shall be in addition and without prejudice to any other rights which the parties may have with respect to any breach or violations of the provisions of this Agreement.

9.6.

Jointly Owned Improvements and New Inventions .

After termination of this Agreement, each Party shall have a perpetual right to make, have made, use, import, offer for sale, and sell all jointly owned Improvements and New Inventions, without the consent of and without accounting to the other Party.

If after termination of this Agreement, either Party desires to apply for a patent on any jointly owned Improvement or New Invention, such Party shall advise the other Party in writing of its intent, and the other Party shall notify the first Party in writing within thirty (30) days of such notice whether it elects to join the first Party in seeking patent protection. If the other Party elects to not join in seeking patent protection, it shall promptly assign to the first Party its entire right, title and interest in and to the jointly owned Improvement or New Invention. If the other Party elects to join in seeking patent protection, the Parties shall jointly select patent counsel to prepare and prosecute the patent application, and all expenses incurred in connection with such filing and prosecution shall be shared equally by Cerebain and Licensor, provided, the Party providing the original notice of intent to file the application shall have the primary responsibility for directing the patent prosecution. The Parties shall fully cooperate with one another and keep each other fully informed as to the preparation, filing and prosecution of all such patent applications. If at any time after the Parties have jointly filed such a patent application, either Party decides that it has no further interest in the application or any patent granted thereon, it may assign to the other Party its entire right, title and interest in and to the Improvement or New Invention that is the subject thereof, the application and any patent granted thereon, and shall thereupon be relieved of any liability for any of the above-mentioned expenses arising subsequent to its assignment.

In the event that after termination of this Agreement, either Party desires to bring any legal action against any third party for infringement of any jointly owned patent, the other Party agrees to cooperate as reasonably necessary in such action, including executing any papers necessary for pursuit of such legal action and joining as a Party to a lawsuit if necessary. Any recovery obtained for the patent infringement shall be retained by the Party initiating such action after pro rata reimbursement of each party's reasonable expenses incurred in bringing, participating in or cooperating in such action. If the other Party desires to participate in bringing any such action for infringement, the Parties shall agree in advance upon a reasonable allocation of fees, costs and recoveries.

In the event that after termination of this Agreement, the validity of any jointly owned patent is challenged in any forum or proceeding, each Party shall have the option of defending such challenge. If both Parties elect to defend, they shall share equally in the legal fees, costs and liabilities incurred in such defense. If either Party elects to not defend such patent, or decides at any time during the defense that it has no further interest in the patent, it may assign to the other Party its entire right, title and interest in the patent, and shall thereupon be relieved of any liability for any legal fees and costs incurred subsequent to its assignment.

10. INDEMNIFICATION AND WARRANTIES

10.1.

Disclaimers . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ALL WARRANTIES WHATSOEVER, WITH RESPECT TO THE INTELLECTUAL PROPERTY, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING), OR THAT THE MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT(S) AND USE OF THE INTELLECTUAL PROPERTY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL. OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CEREBAIN TAKES THE INTELLECTUAL PROPERTY “AS-IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS” AND EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST LICENSOR FOR WARRANTY OF ANY KIND RELATING TO THE INTELLECTUAL PROPERTY SUBJECT TO THE REPRESENTATIONS MADE HEREIN. IN NO CASE SHALL LICENSOR’S LIABILITY FOR DAMAGES OF ANY TYPE EXCEED THE TOTAL ROYALTIES WHICH HAVE ACTUALLY BEEN PAID TO LICENSOR BY CEREBAIN AS OF THE DATE OF FILING OF THE ACTION AGAINST LICENSOR WHICH RESULTS IN A SETTLEMENT OR AWARD OF DAMAGES.

10.2.

Indemnity . With the exception of infringement claims or actions covered by Section 8, Cerebain shall defend, indemnify, and hold harmless Licensor from and against any and all liabilities, claims, suits, damages, and expenses of any nature related to a third party claim in connection with (i) the use by Cerebain or its Sublicensees of the Intellectual Property; (ii) the development, manufacture, use, marketing, sale, or other disposition of any Licensed Products by Cerebain or its Sublicensees, or any statement or breach of any representation or warranty made by Cerebain or its Sublicensees with respect thereto; or (iii) resulting from or arising out of the exercise by Cerebain of this license or any sublicense granted by Cerebain pursuant to this Agreement. In the event of such indemnification, Licensor shall reasonably cooperate with Cerebain in defending any such claims. Licensor shall be entitled to receive information regarding the status of any such matter, and shall be entitled to retain counsel on its own behalf at Cerebain’s expense, in addition to counsel retained by Cerebain to defend Licensor, if Licensor is named a party, and if Licensor deems such separate independent counsel to be necessary as a result of conflicts of interest with Cerebain, or if Licensor is not satisfied with the defense provided by Cerebain for any reason.

10.3.

Insurance .

Cerebain, at its sole cost and expense, shall purchase and maintain in effect and shall require its Sublicensees to purchase and maintain in effect comprehensive or commercial form general liability insurance (contractual liability and products liability included on a world-wide basis) insuring its and their activities in connection with clinical trials, marketing approvals, and covering all claims with respect to any Licensed Products manufactured or sold within the term of any license granted hereunder, and professional liability (errors and omissions), and workers’ compensation as required by law and automobile liability, which policies shall (i) be in such form of coverage and written by such company licensed to conduct business in the State of California as Licensor shall reasonably approve, (ii) provide that such policy is primary and not excess or contributory with regard to other insurance Licensor may have, (iii) provide at least thirty (30) days’ notice to Licensor of cancellation, (iv) include Licensor as additional named insureds under Cerebain’s general liability and automobile liability policies, and (v) have the following minimum limits: Comprehensive General Liability including products and completed operations coverage and contractual liability (minimum $10 million each occurrence, $20 million annual aggregate). In the event Cerebain cannot obtain such insurance, or cannot obtain such insurance at a reasonable price, it shall obtain insurance in an amount to reasonable to cover Cerebain in the event of a covered event, based on the then-current operations of the company. Such insurance shall be written to cover claims incurred, discovered, manifested or made during or after expiration of this Agreement. Cerebain shall have this insurance in place prior to beginning development on a Licensed Product and at such time will furnish a certificate of such insurance to Licensor within thirty (30) days thereafter. . Cerebain shall obtain such additional insurance coverage as shall be reasonably requested by Licensor, and reasonably agreed to by the parties, provided that Licensor shall not request changes in such coverage more frequently than annually.

Cerebain expressly waives any right of subrogation that it may have against Licensor resulting from any liabilities, claims, suits, damages, and expenses of any nature for which Cerebain has agreed to indemnify Licensor or hold Licensor harmless under this Section.

10.4.

Representations and Warranties of Licensor . Licensor represents, warrants, and covenants to Cerebain as follows:

Licensor warrants that, to the best of his knowledge, Licensor has the necessary rights in the Intellectual Property to grant Cerebain the exclusive license and rights described herein.

The license granted to Cerebain under this Agreement is the only license granted by Licensor with respect to the Intellectual Property and during the term of this Agreement Licensor shall not grant any third party rights inconsistent with the rights granted Cerebain herein

There are no pending, and to the knowledge of Licensor as of the Effective Date, any threatened actions, claims, or proceedings in any way relating to the Intellectual Property.

10.5.

Representations and Warranties of Cerebain . Cerebain represents, warrants, and covenants to Licensor as follows:

Cerebain is a corporation, duly organized, validly existing and in good standing under the laws of the State of California having full Corporate power to conduct its business as presently conducted, and to enter into and consummate the transactions contemplated by this Agreement.

The execution, delivery and performance under this Agreement by Cerebain have been duly authorized by all required corporate action, do not constitute a breach, default or violation of any of the provisions of Cerebain's articles of incorporation, bylaws or other charter documents, or any other agreement, law, or regulation to which it may be a party or by the terms of which it may be bound.

11. MISCELLANEOUS

11.1.

Choice of Law . This Agreement will be governed by the laws of the State of California.

11.2.

Compliance with Laws and Regulations . Cerebain shall use reasonable efforts to comply with all foreign and United States federal, state and local laws and regulations applicable to the testing, production, transportation, packaging, labeling, export, sale and use of the Licensed Products. In particular, Cerebain shall be responsible for assuring compliance with all U.S. export laws and regulations applicable to this license and Cerebain’s activities hereunder. Cerebain shall be responsible for all taxes, duties, and other governmental charges, however, designated, which are now or hereafter imposed by any such authority (a) by reason of the performance by Cerebain of its obligations under this Agreement, or the payment of any amounts by Cerebain to Licensor under this Agreement, (b) based on the Intellectual Property or Licensed Products, or (c) relating to the import of the Licensed Products into any such territory. Licensor agrees to use reasonable efforts to cooperate with Cerebain at Cerebain’s expense, in connection with any filings required by any governmental entity.

11.3.

Notices . Any notice, report, request or other communication required or permitted to be given under this Agreement by a Party to the other parties shall be either hand-delivered (including delivery by courier), or mailed by first-class registered or certified mail (airmail if internationally), with return receipt requested, and addressed as follows:

To Licensor:

Dr. Surinder Saini

1280 Bison Ave B9-41

Newport Beach, CA 92660

With a copy to:

Knobbe, Martens, Olson & Bear, LLP

Attn: Daniel E. Altman, Esq.

2040 Main Street, 14 ^th Floor

Irvine, CA 92614

To Cerebain:

Cerebain Biotech Corp.

92 Corporate Park, C-141

Irvine, CA 92606

Attn. Gerald A. DeCiccio

With a copy to:

The Lebrecht Group, APLC

9900 Research Dr.

Irvine, CA 92618

Attn. Craig V. Butler, Esq.

Each Party may designate in writing a new address to which any notice may thereafter be given. Any notice sent by registered or certified mail shall be deemed to have been given at the time of the receipt thereof by the other Party or three (3) calendar days after the time of mailing, whichever is earlier.

11.4.

Entire Agreement . This Agreement contains the entire agreement with respect to the subject matter hereof and supersedes any and all prior agreements, written or oral with respect thereto.

11.5.

Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies . This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each Party to be bound. No delay on the part of any Party, in exercising any right hereunder shall operate as a waiver thereof. Neither any waiver on the part of any Party of any such right, nor any single or partial exercise of any such right shall preclude any further exercise thereof or the exercise of any other such right unless waived in writing. The rights and remedies hereunder provided are cumulative and except as otherwise provided herein are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence, or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this Agreement (or in any other agreement between the Parties) as to which there is no inaccuracy or breach.

11.6.

Binding Effect; No Assignment . This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. The parties may not assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

11.7.

Severability . If any term or provision in this Agreement or the application thereof shall be held invalid, void or unenforceable, the remainder of such term or provision shall remain in full force and effect, and the invalid, void, or unenforceable term or provision shall be reformed to the extent possible in order to give its intended effect and/or meaning.

11.8.

Method of Dispute Resolution . In the event that there arises any disagreement or dispute between the Parties that cannot be amicably resolved and which relates to the interpretation, enforcement, or violation of the terms of this Agreement, such matters will be resolved in a United States District Court in the Central District of California. If no such jurisdiction exists, then any such dispute will be resolved in a state court located in the geographic region of the Central District of California.

11.9.

Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

11.10 Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.11 Confidential Information . Except as expressly provided herein, the Parties agree that, for the term of this Agreement and for five (5) years thereafter, the Recipient shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement any Confidential Information furnished to it by the Disclosing Party hereto pursuant to this Agreement. Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sublicense or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise.) Except as expressly provided herein, each Party agrees not to disclose any terms of this Agreement to any third party without the consent of the other Party; provided disclosures may be made as required by securities or other applicable laws, or to actual or prospective investors or corporate partners, or to a Party’s accountants, attorneys and other professional advisors.

11.12 Publicity . Unless required by federal and/or state law or regulation, no Party shall release any materials containing the name of another Party or any of its employees without the prior approval by an authorized representative of such Party, which approval shall not be unreasonably withheld. The Parties agree to make a mutually-agreed press release regarding this Agreement promptly following the Effective Date. Should a Party reject a proposed news release, the Parties agree to discuss the reasons for such rejection, and every effort shall be made to develop an appropriate informational news release.

11.13 Further Assurances . Each Party to this Agreement shall, at the request of the other, furnish and deliver such documents, or other further assurances as the requesting Party shall reasonably request as necessary or desirable to effect complete consummation of this Agreement and the transactions contemplated hereby.

11.14 Force Majeure . Neither Party shall lose any rights hereunder or be liable to the other party for damages or losses (except for payment obligations) on account of failure of performance by the defaulting party if the failure is caused by war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the nonperforming party and the nonperforming party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall any party be required to settle any labor dispute or disturbance.

11.15 Survival . The following obligations shall survive the termination of this Agreement: (a) Cerebain’s obligation to supply reports covering the time periods up to the date of termination; (b) Licensor’s right to receive payments, fees and royalties, accrued or accruable, from payments at the time of any termination; (c) Cerebain’s obligation to maintain records, and Licensor’s right to have those records inspected; (d) any cause of action or claim of either party, accrued or to accrue because of any action or omission by the other; (e) Cerebain’s obligations stated in Sections 5, 8, 9.5, 9.6, 10.1,10.2, 11.1, 11.3, 11.11, 11.12, 11.13, 11.14 of this Agreement; and (f) Cerebain’s obligations to return all materials given to it by Licensor.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below:

Licensor:

/s/ Dr. Surinder Saini

Dr. Surinder Saini

Cerebain:

Cerebain Biotech Corp.

By: /s/ Gerald A. DeCiccio

Title: President

Date: _______________________

Exhibit 99.1

CEREBAIN BIOTECH CORP.

FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2011, JUNE 30, 2011 AND 2010

F-1

CEREBAIN BIOTECH CORP.

Index to Financial Statements

CONTENTS


	Page
Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Changes in Stockholders’ Deficit	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Cerebain Biotech Corp.:

We have audited the balance sheets of Cerebain Biotech Corp. (a development stage company) (the Company) as of June 30, 2011 and 2010, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended June 30, 2011 and for the period from February 22, 2010 (date of inception) through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cerebain Biotech Corp. as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the year ended June 30, 2011 and for the period from February 22, 2010 (date of inception) through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred continuing losses from operations, has negative working capital of approximately $402,000 and a deficit accumulated during the development stage of approximately $505,000 at June 30, 2011. A significant amount of additional capital will be necessary to advance the development of the Company's products to the point at which they may become commercially viable. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Windes & McClaughry

Irvine, California

February 10, 2012

F-3

CEREBAIN BIOTECH CORP.

(a development stage company)

BALANCE SHEET


		September 30,		June 30,		June 30,
		2011		2011		2010
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,069	$	746	$	220
Total current assets		1,069		746		220

Long-term assets:
Computer equipment, net		998		1,212		--
Patent rights		75,900		75,900		56,600
Total long-term assets		76,898		77,112		56,600

Total assets	$	77,967	$	77,858	$	56,820

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	4,536	$	7,649	$	869
Related party payables		432,110		388,110		162,000
Income taxes payable		1,800		1,800		900
Notes payable to stockholders		62,490		5,490		--
Total current liabilities		500,936		403,049		163,769

Total liabilities		500,936		403,049		163,769

Stockholders’ deficit
Preferred stock ($0.001 par value: 10,000,000 shares authorized; none issued and outstanding)
Common stock ($0.001 par value: 100,000,000 shares authorized; 21,560,000, 21,540,000, and 3,250,000 shares issued and outstanding at September 30, 2011, June 30, 2011, And June 30, 2010, respectively)		21,560		21,540		3,250
Common stock issuable		--		--		6,600
Additional paid in capital		166,740		157,960		--
Deficit accumulated during the development stage		(611,269)		(504,691)		(116,799)
Total stockholders’ deficit		(422,969)		(325,191)		(106,949)

Total liabilities and stockholders’ deficit	$	77,967	$	77,858	$	56,820

See accompanying notes to financial statements.

F-4

CEREBAIN BIOTECH CORP.

(a development stage company)

STATEMENTS OF OPERATIONS


		Three Months Ended September 30, 2011		Three Months Ended September 30, 2010		Fiscal Year Ended June 30, 2011		February 22, 2010 (date of inception) through June 30, 2010		February 22, 2010 (date of inception) through September 30, 2011
		(unaudited)		(unaudited)						(unaudited)
Operating Expenses
Selling, general and administrative expenses	$	106,364	$	97,613	$	384,993	$	115,899	$	607,256
Marketing expenses		--		--		1,500		--		1,500
Depreciation		214		--		499		--		713
Total operating expenses		106,578		97,613		386,992		115,899		609,469
Net operating loss		(106,578)		(97,613)		(386,992)		(115,899)		(609,469)

Loss before income taxes		(106,578)		(97,613)		(386,992)		(115,899)		(609,469)
Income taxes		--		--		(900)		(900)		(1,800)
Net loss	$	(106,578)	$	(97,613)	$	(387,892)	$	(116,799)	$	(611,269)

Loss per share:
Basic and diluted loss per share	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.04)	$	(0.03)

Basic and diluted weighted average shares outstanding		21,555,652		14,687,500		19,653,342		3,106,589		21,555,652

See accompanying notes to the financial statements

F-5

CEREBAIN BIOTECH CORP.

(a development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


	Common Stock # of Shares		Common Stock Amount		Common Stock Issuable		Additional Paid in Capital		Deficit Accumulated During the Development stage		Total Stockholders’ Deficit

Balance, February 22, 2010 (date of inception)	-	$	-	$	-	$	-	$	-	$	-

Estimated fair market value of stock issued to founders	3,250,000		3,250		-		-		-		3,250
Estimated fair market value of stock issuable for patent rights	-		-		6,600		-		-		6,600
Net loss for the year	-		-		-		-		(116,799)		(116,799)
Balance, June 30, 2010	3,250,000		3,250		6,600		-		(116,799)		(106,949)
Estimated fair market value of stock issued to founders	10,650,000		10,650		-		-		-		10,650
Estimated fair market value of stock issued for patent rights	6,600,000		6,600		(6,600)		-		-		-
Shares issued for fund raising at $0.20 per share	1,000,000		1,000		-		199,000		-		200,000
Shares issued for fund raising at $0.50 per share	40,000		40		-		19,960		-		20,000
Offering costs associated with shares issued for fundraising	-		-		-		(61,000)		-		(61,000)
Net loss for the year	-		-		-		-		(387,892)		(387,892)
Balance, June 30, 2011	21,540,000	$	21,540	$	-	$	157,960	$	(504,691)	$	(325,191)

See accompanying notes to the financial statements

F-6

CEREBAIN BIOTECH CORP.

(a development stage company)

STATEMENTS OF CASH FLOWS

Supplemental disclosure on non-cash investing and financing activities:

During the year ended June 30, 2010, the Company acquired patent rights for related party payable of $50,000 and common stock issuable of $6,600.

See accompanying notes to the financial statements

F-7

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

Overview

Cerebain, a development stage company (“Cerebain” or “Company”), was incorporated on February 22, 2010 under the laws of Nevada, is a developmental stage biomedical company focused on the discovery of products for the treatment of Alzheimer’s disease. The Company’s products will include both a medical device as well as a syntheic drug.

As of September 30, 2011, the Company had not yet commenced operations.

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

The financial statements as of September 30, 2011 and for the three month periods ended September 30, 2011 and 2010 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 financial statements and notes thereto for the year ended June 30, 2011and the period from February 22, 2010 (inception) through June 30, 2010 included here within.

NOTE 2 – BASIS OF PRESENTATION

The Company operates in one segment in accordance with accounting guidance FASB ASC Topic 280, Segment Reporting . Our Chief Executive Officer has been identified as the chief operating decision maker as defined by Financial Accounting Standards Board (“FASB”) ASC Topic 280.

The Accounting Standards Codification ("Codification" or "ASC") is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Description of Business

Development Stage Company

Cerebain was incorporated on February 22, 2010, in the State of Nevada, as Cerebain Biotech Corp. Cerebain’s business will revolve around the discovery of products for the treatment of Alzheimer’s disease. The Company’s approach will consider both a medical device solution as well as a syntheic drug solution.

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Fiscal year end

The Company elected June 30 as its fiscal year end upon its formation.

F-8

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

Going Concern

The accompanying 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. Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements. The Company had a deficit accumulated during the development stage of $611,269 and $504,691 at September 30, 2011 and June 30, 2011, respectively, and had a net loss of $106,578 for the three months ending September 30, 2011 and $387,892 for the fiscal year ended June 30, 2011, and net cash used in operating activities of $65,477 for the three months ending September 30, 2011 and $142,953 for the fiscal year ended June 30, 2011, with no revenue earned since inception, and a lack of operational history, among other matters, raise substantial doubt about our ability to continue as a going concern.

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

Use of Estimates

The preparation of these 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 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 financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of long-lived assets. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Revenue Recognition

The Company expects to recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses.

Income Taxes

The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not.

F-9

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

The Company accounts for income tax under the provisions of FASB ASC Topic 740, “Income Taxes” , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Research and Development

The Company expenses the cost of research and development as incurred. No research and development costs were charged to operations during the reporting periods.

Computer Equipment

Computer equipment is stated at cost. Depreciation is computed using the straight-line method for financial statement purposes. Maintenance and repairs are expensed as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property or equipment is disposed, the cost and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in other income or expenses.

The estimated useful lives of property and equipment are as follows:


Laptop computers		2 years
Computers and computer software		3 years

Long-lived Assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets with finite useful lives) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, “ Property, Plant, and Equipment”, and FASB ASC Topic 205 “ Presentation of Financial Statements ”. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through September 30, 2011, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.

Convertible Debt

In accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options ”, conventional convertible debt is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a non-detachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety.

Stock-Based Compensation

In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

F-10

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.

The fair value of shares options or similar instruments award is estimated on the date of grant using a Lattice Pricing model and other information that management deems most relevant. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.

Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option.

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

No options were granted or outstanding during the reporting periods.

Non-Cash Equity Transactions

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

Accounting for Derivative Financial Instruments

The Company evaluates 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 Topic 815-40, “ Derivative Instruments and Hedging: Contracts in Entity’s Own Equity ” (“ASC Topic 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 Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

F-11

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

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 September 30, 2011, June 30, 2011, and June 30, 2010, the fair value of cash, accounts payable, related party payables, and notes payable to stockholders approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

FASB ASC Topic 825 “Financial Instruments,” requires disclosure about fair value of financial instruments.

The FASB ASC Topic 820, Fair Value Measurements and Disclosures , 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.

Concentrations, Risks, and Uncertainties

The Company is a start up 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 stock is computed by dividing net earnings applicable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted earnings (loss) per common stock is determined using the weighted-average number of common stock 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. 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.

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,

Employee stock options, and

Other equity awards, which include long-term incentive awards.

F-12

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

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 and warrants 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.

Accounting Pronouncements

In October 2009, the FASB issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The adoption of ASU No. 2009-13 did not have any effect on its financial statements upon its required adoption on January 1, 2011.

In February 2010, the FASB issued ASU No. 2010-9, which amends the Subsequent Events Topic of the Accounting Standards Codification to eliminate the requirement for public companies to disclose the date through which subsequent events have been evaluated. The Company will continue to evaluate subsequent events through the date of the issuance of the financial statements; however, consistent with the guidance, this date will no longer be disclosed. ASU 2010-09 does not have any impact on the Company’s results of operations, financial condition or liquidity.

In April 2010, the FASB issued ASU No. 2010-13—Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades as codified in ASC 718—Compensation—Stock Compensation (“ASC 718”). This update addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. ASC 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. This ASU is effective for fiscal years beginning on or after December 15, 2010. The adoption of this update did not have any impact on the Company’s Financial Statements.

F-13

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

In June 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recent nature of this pronouncement, the Company is evaluating when it will adopt ASU 2011-05, but it will adopt the ASU retrospectively by the due date.

COMMITMENTS AND CONTINGENCIES

Consulting Agreements

The Company has a consulting agreement with its officer, director, and stockholder under which he is compensated $5,000 per month, plus medical benefits. This contract, as amended on January 1, 2012, is for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renews for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

The Company has a consulting agreement with a stockholder to provide accounting and administrative support, under which she is compensated $1,500 per month. This contract is for twelve (12) months beginning September 2010 (“Initial Term”), automatically renews for one (1) successive twelve (12) month term after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

In addition, the Company has consulting agreements with two (2) of its stockholders, under which the Company compensates each of these stockholders $10,000 per month plus medical benefits. These contracts, as amended on January 1, 2012, are for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renew for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and can be terminated with six month notice during the Renewal Term.

Patent License Agreement

The Patent License agreement provides for a one-time payment of $50,000 due within ninety (90) days of the date of signing of June 10, 2010 (as of the date of this filing, the one-time payment is fully paid), and 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 each of the fourth, fifth, and sixth 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 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

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.

F-14

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

COMPUTER EQUIPMENT

Computer equipment consisted of the following:


		September 30, 2011		June 30, 2011		June 30, 2010

Computer equipment	$	1,711	$	1,711	$	--
		1,711		1,711		--
Less: accumulated depreciation		(713)		(499)		--

Total	$	998	$	1,212	$	--

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 related to using omentum for treating dementia conditions. Under the agreement the Company has accrued rights fees of $50,000 payable to Dr. Saini, and the Company issued Dr. Saini 6,600,000 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 (see Note 8). As a result Dr. Saini became our largest shareholder.

Subsequently, the Company has paid legal fees totaling $19,300 related to the patent.

NOTES PAYABLE TO STOCKHOLDERS

Note payable to stockholder represents monies borrowed from a stockholder for working capital purposes. The note payable pays no interest and is unsecured. As of September 30, 2011, the balance outstanding was $2,490.

On July 31, 2011, the Company entered into an unsecured $60,000 promissory note (“Promissory Note”) with a stockholder. The Promissory Note matures on April 13, 2012 and pays interest at six (6) percent per annum at maturity.

STOCK TRANSACTIONS

On July 1, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 10,000 Units (each a “Unit” and collectively the “Units”), with each Unit consisting of Two (2) shares of common stock and One (1) warrant to purchase One (1) share of common stock (each a “Warrant” and collectively the “Warrants”) at a price per Unit of $1.00 for a total of $8,800, net of offering costs of $1,200. The common stock is restricted in accordance with Rule 144. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On May 17, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 20,000 Units (each a “Unit” and collectively the “Units”), with each Unit consisting of Two (2) shares of common stock and One (1) warrant to purchase One (1) share of common stock (each a “Warrant” and collectively the “Warrants”) at a price per Unit of $1.00 for a total of $18,000, net of offering costs of $2,000. The common stock is restricted in accordance with Rule 144. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On November 12, 2010, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 1,000,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $160,000, net of offering costs of $40,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

F-15

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

In connection with the stock issuances, the Company incurred additional costs of $19,000, primarily for legal costs. These costs were recorded in stockholder’ deficit as additional paid in capital.

On June 10, 2010, the Company entered into a Patent License Agreement under which the Company acquired the exclusive rights to certain intellectual property related to using omentum for treating dementia conditions. Under the agreement the Company issued Dr. Saini 6,600,000 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. As a result Dr. Saini became our largest shareholder. The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933.

During the period from February 22, 2010 (date of inception) through June 30, 2011, the Company issued 13,900,000 restricted common shares for founder’s capital contribution, valued at $13,900 (based on the fair market value on the date of grant). The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933.

WARRANTS

Accounting for the Warrants

In connection with the Company’s May 2011 stock purchase agreement (“2011 Financing”), the Company issued 40,000 restricted common shares along with warrants to purchase an additional 20,000 shares with an exercise price of $1.00 and are exercisable for term of two years. The Company analyzed the warrants issued in this transaction (“Warrants”) in accordance with ASC Topic 815 (a codification of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”) to determine whether the Warrants meet the definition of a derivative under ASC Topic 815 and, if so, whether the Warrants meet the scope exception of ASC Topic 815, which is that contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments for purposes of ASC Topic 815. The provisions of ASC Topic 815 subtopic 40 “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“ASC Topic 815 subtopic 40”) apply to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined by ASC Topic 815 and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. The Company concluded that the warrants issued in the 2011 Financing should be treated as equity as the 2011 Financing contains no provisions which would require the Company to account for the warrants as a derivative liability.

The following represents a summary of the Warrants outstanding at June 30, 2011 and 2010 and changes during the years then ended:


	2011			2010
	Warrants		Weighted Average Exercise Price	Warrants		Weighted Average Exercise Price
Outstanding, beginning of year	-	$	-	-	$	-
Granted	20,000		1.00	-		-
Exercised	-		-	-		-
Expired/Forfeited	-		-	-		-
Outstanding, end of year	20,000	$	1.00	-	$	-
Exercisable at the end of the year	20,000	$	1.00	-	$	-

On July 1, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 20,000 restricted common shares along with warrants to purchase an additional 10,000 shares with an exercise price of $1.00 and are exercisable for term of two years.

10.

RELATED PARTY TRANSACTIONS

Other than as set forth below, and as disclosed in Notes 4 and 7, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest.

F-16

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

The Company has consulting agreements with three stockholders (see Note 4) and expensed consulting fees totaling $362,463 and $112,000 for the year ended June 30, 2011 and the period from inception to June 30, 2010, respectively. The Company paid consulting fees in the amount of $13,570 and none, respectively, to a stockholder, who is also a member of the Board of Directors, for the periods ended June 30, 2011 and 2010, respectively.

11.

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.

During the reporting periods, the following were included as potential dilutive shares: Warrants issued in conjunction with the Company’s 2011 Financing to purchase 30,000 shares at an exercise price of $1.00 of common stock. Total number of potential additional dilutive warrants outstanding for the three month periods ended September 30, 2011 and 2010 was 30,000 and none, respectively, and for the fiscal years ended June 30, 2011 and 2010 was 20,000 and none, respectively. In addition, the Debenture converts at an exercise price of $0.40 of common stock. The warrants were considered for the dilutive calculation but in periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

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


		Three Months Ended		Three Months Ended		Fiscal Year ended		February 22, 2010 (date of inception) through
		September 30, 2011		September 30, 2010		June 30, 2011		June 30, 2010


Net loss attributable to the common stockholders	$	(106,578)	$	(97,613)	$	(387,892)	$	(116,799)

Basic weighted average outstanding shares of common stock		21,555,652		14,687,500		19,653,342		3,106,589
Dilutive effect of options and warrants		-		-		-		-
Diluted weighted average common stock and common stock equivalents		21,555,652		14,687,500		19,653,342		3,106,589

Earnings (loss) per share:
Basic and diluted	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.04)

F-17

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

12.

INCOME TAXES

The provision (benefit) for income taxes for the period ended June 30, 2011 and 2010, was as follows (assuming a 34% effective tax rate for federal income taxes and an 8% effective tax rate for state income taxes):


		June 30, 2011		June 30, 2010

Current tax provision:
Federal	$	--	$	--
Taxable income - federal	$	--	$	--

State	$	900	$	900
Taxable income - state	$	900	$	900
Total current tax provision	$	900	$	900

Deferred tax provision:
Federal and State
Total deferred tax provision	$	--	$	--

The Company had deferred income tax assets as of June 30, 2011 and 2010 are as follows:


		June 30, 2011		June 30, 2010

Loss carryforwards	$	212,000	$	49,000
Less – valuation allowance		(212,000)		(49,000)
Total net deferred tax assets	$	--	$	--

The Company provided a valuation allowance equal to the deferred income tax assets for the fiscal years ended June 30, 2011 and 2010, respectively, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

At June 30, 2011, the Company had approximately $503,000 in Federal and State tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2030.

The Company did not identify any material uncertain tax positions on tax returns that will be filed. The Company recognized interest and penalties of $100 and $100, during the fiscal years ended June 30, 2011 and 2010, respectively.

The Company will file income tax returns in the United States. The fiscal year ended June 30, 2010 is open for examination.

13.

SUBSEQUENT EVENTS

On January 17, 2012, the holders of a majority of the Company’s common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of the Company’s common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of the Company’s outstanding common stock (after taking into account the cancellation of 6,000,000 shares of its common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, the Company closed a transaction with the shareholders of Cerebain whereby it issued 4,556,800 shares of its common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, the Company closed a transaction with its primary shareholder, Mr. R. Douglas Barton, whereby it sold all of our assets in exchange for Mr. Barton assuming all of the Company’s then-existing liabilities, as well as the return of 6,000,000 shares of the Company’s common stock.

F-18

CEREBAIN BIOTECH CORP.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2011 (unaudited), June 30, 2011 and 2010

As a result of these transactions: (i) Cerebain became the Company’s wholly-owned subsidiary, (ii) all of the Company’s officers and one of our directors resigned immediately, and it appointed one new director and retained new executive officers; and (iii) the Comapny changed its business focus from one selling disposable dental supply products at discount prices over the Internet to one focusing on researching, developing, and testing medicinal treatments utilizing omentum under a patent Cerebain, the Company’s now wholly-owned subsidiary, licenses from Dr. Surinder Singh Saini, MD.

The Company’s only operations are conducted through its wholly-owned subsidiary, Cerebain. In accordance with financial reporting for reverse merger transactions the financial reporting contained herein is only that of Cerebain and does not include Discount Dental’s financial results.

On December 8, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 84,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $36,960, net of offering costs of $5,040. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On December 1, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 270,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $118,800, net of offering costs of $16,200. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On November 21, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 250,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $110,000, net of offering costs of $15,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On November 18, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued them 150,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for approximately $66,657, net of offering costs of approximately $10,343. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On October 28, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 450,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $198,000, net of offering costs of $27,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

On October 13, 2011, the Company entered into a $100,000 convertible note (“Convertible Note”) with a stockholder. The Convertible Note matures in six (6) months, pays interest at six (6) percent per annum at maturity, the holder is entitled to convert at $0.40 per share into the Company’s common stock, and provide for potential adjustments, as defined. To properly account for this transaction, the Company performed a detailed analysis to obtain a thorough understanding of the transaction, including understanding the terms of each instrument issued. This agreement meets the definition of conventional convertible debt and there was no beneficial conversion feature since the conversion price was not lower than the estimated fair value of the Company’s common stock on the date of the transaction.

F-19

Exhibit 99.2

DISCOUNT DENTAL MATERIALS, INC. PROFORMA STATEMENT

Notes:

The following adjustments to the unaudited condensed combined pro forma financial statements are based on the assumption that the share exchange was consummated on February 9, 2012.

(a) On January 17, 2012, the holders of a majority of the Company’s common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of the Company’s common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of the Company’s outstanding common stock (after taking into account the cancellation of 6,000,000 shares of its common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, the Company closed a transaction with the shareholders of Cerebain whereby it issued 4,556,800 shares of its common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, the Company closed a transaction with its primary shareholder, Mr. R. Douglas Barton, whereby it sold all of our assets in exchange for Mr. Barton assuming all of the Company’s then-existing liabilities, as well as the return of 6,000,000 shares of the Company’s common stock.


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Gerald A. DeCiccio	-0-	-0-	-0-	N/A	N/A	-0-	-0-	-0-	-0-
R. Douglas Barton (1)	-0-	-0-	-0-	N/A	N/A	-0-	-0-	-0-	-0-
James Barton (1)	-0-	-0-	-0-	N/A	N/A	-0-	-0-	-0-	-0-


Item No.		Description

3.1 (1)		Articles of Incorporation of Discount Dental Materials, Inc., a Nevada corporation, filed with the Secretary of State for the State of Nevada on December 18, 2007

3.2 (1)		Bylaws of Discount Dental Materials, Inc., a Nevada corporation

10.1 (1)		Agreement by and between Discount Dental Materials, Inc. and R. Douglas Barton dated January 2, 2009

10.2 (1)		Agreement by and between Discount Dental Materials, Inc. and R. Douglas Barton dated January 2, 2009

10.3		Share Exchange Agreement by and between Discount Dental Materials, Inc. and the shareholders of Cerebain Biotech Corp. dated January 17, 2012

10.4		Spinoff Agreement by and between Discount Dental Materials, Inc. and R. Douglas Barton dated January 17, 2012

10.5		Stock Purchase Agreement by and between Cerebain Biotech Corp. and certain shareholders of Discount Dental Materials, Inc. dated January 17, 2012

10.6		Patent License Agreement by and between Cerebain Biotech Corp. and Dr. Surinder Singh Saini dated June 10, 2010

14 (1)		Code of Ethics of Discount Dental Materials, Inc.


		Three Months Ended September 30, 2011		Three Months Ended September 30, 2010		Fiscal Year Ended June 30, 2011		February 22, 2010 (date of inception) through June 30, 2010		February 22, 2010 (date of inception) through September 30, 2011
		(unaudited)		(unaudited)						(unaudited)
Cash flows from operating activities
Net loss	$	(106,578)	$	(97,613)	$	(387,892)	$	(116,799)	$	(611,269)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		214		--		499		--		713
Supplies contributed for Founders shares		--		10,650		10,650				10,650
Changes in operating assets and liabilities:
Accounts payable		(3,113)		787		6,780		869		4,536
Related party payables		44,000		84,764		226,110		112,000		382,110
Income taxes payable		--		--		900		900		1,800
Net cash used in operating activities		(65,477)		(1,412)		(142,953)		(3,030)		(211,460)

Cash flows from investing activities
Maintenance of patent rights		--		(12,000)		(19,300)		--		(19,300)
Purchases of computer equipment		--		--		(1,711)		--		(1,711)
Net cash flows used in financing activities:		--		(12,000)		(21,011)		--		(21,011)

Cash flows from financing activities
Founders capital contribution		--		--		--		3,250		3,250
Proceeds from issuance of common stock and warrants, net of offering costs		8,800		--		159,000		--		167,800
Repayment of notes payable to stockholders		(3,000)		--		(14,000)		--		(17,000)
Notes payable to stockholders		60,000		19,490		19,490		--		79,490
Net cash flows provided by financing activities:		65,800		19,490		164,490		3,250		233,540

Net increase in cash and cash equivalents		323		6,078		526		220		1,069

Cash and cash equivalents - beginning of period		746		220		220		--		--

Cash and cash equivalents - end of period	$	1,069	$	6,298	$	746	$	220	$	1,069

Supplemental disclosure of non-cash investing and financing activities:

Interest paid in cash	$	--	$	--	$	--	$	--	$	--
Income tax paid in cash	$	--	$	--	$	--	$	--	$	--


		Fiscal Year Ended		12 Months Ended
		June 30,		June 30,
		2011		2011				Pro forma
		Cerebain		Discount Dental		Total		adjustments		Pro forma

Operating Expenses
Selling, general and administrative expenses	$	384,993	$	15,480	$	400,473	$	(15,480)	$	384,993
Marketing expenses		1,500		-		1,500		-		1,500
Depreciation		499		-		499		-		499
Total operating expenses		386,992		15,480		402,472		(15,480)		386,992
Net operating loss		(386,992)		(15,480)		(402,472)		15,480		(386,992)

Loss before income taxes		(386,992)		(15,480)		(402,472)		15,480		(386,992)
Income taxes		(900)		-		(900)		-		(900)
Net loss	$	(387,892)	$	(15,480)	$	(403,372)	$	15,480	$	(387,892)

Loss per share:
Basic and diluted loss per share from continuing operations	$	(0.02)	$	(0.00)	$	(0.02)	$	(0.00)	$	(0.02)
Basic and diluted loss per share	$	(0.02)	$	(0.00)	$	(0.02)	$	(0.00)	$	(0.02)

Basic and diluted weighted average shares outstanding		19,653,342		19,653,342		19,653,342		19,653,342		19,653,342