UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM ~~10-Q/A~~10-Q

~~Amendment No. 1~~

☒	☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐	☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 000-54277

XERIANT, INC.

(Exact name of registrant as specified in its charter).

Nevada		27-1519178
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Innovation Centre #1 3998 FAU Boulevard, Suite 309 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip code)

~~Registrant's~~Registrant’s telephone number, including area code: (561) 491-9595

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of exchange

on which registered

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~November 18, 2021,~~May 16, 2022, the Registrant had outstanding ~~362,387,770~~365,239,001 shares of common stock.

~~EXPLANATORY NOTE~~

This Form 10-Q/A amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 22, 2021 (the “Form 10-Q”) for the sole purposes of (a) changing the number of shares of common stock outstanding as of November 18, 2021 on the cover page from 322,574,504 to 362,387,770 and (b) deleting the reference to Xeriant Europe on page F-15 in the paragraph with the title “Other Previously Announced Joint Ventures and Letters of Intent” as the discussions between the Company and Xeriant Europe are continuing. The Company considers these changes as correcting typographical errors. No other changes have been made to the Form 10-Q. This Amendment No.1 speaks as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.

XERIANT, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page

Special Note regarding Forward-looking Statements			3

PART I – FFinancial Information~~inancial Information~~

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		910
Item 4.	Controls and Procedures		910

PART II – Other Information

Item 1.	Legal Proceedings		1011
Item 1A.	Risk Factors		1011
Item 2.	Unregistered Sales of Equity Securities		1011
Item 3.	Defaults Upon Senior Securities		1011
Item 4.	Mine Safety Disclosures		1011
Item 5.	Other Information		1011
Item 6.	Exhibits		1112

Signatures			1213

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

XERIANT, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and June 30, 2021			F-1

Condensed Consolidated Statements of Operations for the three and nine months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)			F-2

Condensed Consolidated Statements of Stockholder’s Equity for the three and nine months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)			F-3

Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)			F-5

Notes to Unaudited Condensed Consolidated Financial Statements			F-6

Table of Contents

XERIANT, INC. ~~AND SUBSIDIARY~~

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of September 30, 2021			As of June 30, 2021			As of March 31, 2022			As of June 30, 2021
Assets							(Unaudited)
Current assets
Cash	$	281,847		$	962,540		$	1,693,495		$	962,540
Deposits		12,546			12,546			12,546			12,546
Prepaids		36,088			1,234			1,790			1,234
Total current assets		330,481			976,320			1,707,831			976,320

Property & equipment, net								19,658
Operating lease right-of-use asset		159,387			169,209			138,963			169,209
Total assets	$	489,868		$	1,145,529		$	1,866,452		$	1,145,529

Liabilities & stockholders' deficit
Current liabilities
Accounts payable and accrued liabilities	$	26,180		$	73,224		$	33,962		$	73,224
Accrued liabilities, related party		27,500			25,000			30,000			25,000
Convertible notes payable, net of discount		139,674			158,196			2,319,738			158,196
Lease liability, current		44,159			42,643			34,785			42,643
Total current liabilities		237,513			299,063			2,418,485			299,063

Lease liability, long-term		129,667			141,160			117,585			141,160
Total liabilities		367,180			440,223			2,536,070			440,223

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)

Stockholders' equity
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 784,270 and 788,270 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively		8			8
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively		10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 322,574,504 and 292,815,960 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively		3,221			2,925
Stockholders' deficit
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 781,132 and 793,279 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively								8			8
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding at March 31, 2022 and June 30, 2021, respectively								10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 363,778,386 and 292,815,960 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively								3,633			2,925
Common stock to be issued		1,263,400			51,090			97,900			51,090
Additional paid in capital		6,790,885			4,138,194			15,494,788			4,138,194
Accumulated deficit		(6,540,344	)		(3,270,235	)		(12,826,977	)		(3,270,235	)
Controlling interest		1,517,190			921,992
Total Xeriant stockholder's deficit								2,769,362			921,992
Non-controlling interest		(1,394,502	)		(216,686	)		(3,438,980	)		(216,686	)
Total stockholders' equity		122,688			705,306
Total liabilities and stockholders' equity	$	489,868		$	1,145,529
Total stockholders' deficit								(669,618	)		705,306
Total liabilities and stockholders' deficit							$	1,866,452		$	1,145,529

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

Table of Contents

XERIANT, ~~INC. AND SUBSIDIARY~~INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three months ended

September 30,
2021

September 30,
2020

Operating expenses:

Sales and marketing expense

$ 598,595

$ 0

General and administrative expenses

1,201,002

35,970

Professional fees

29,541

20,600

Related party consulting fees

82,500

36,500

Research and development expense

2,340,575

0

Total operating expenses

4,252,213

93,070

Operating loss

(4,252,213 )

(93,070 )

Other expenses:

Amortization of debt discount

(149,028 )

(45,961 )
Financing fees

(43,750 )

(45,961 )
Interest expense

(2,389 )

(1,087 )
Loss on settlement of debt

(535 )

(186,954 )
Total other (expense)

(195,702 )

(234,002 )

Net loss attributable:

Non-controlling interest

(1,177,816 )

0

Common stockholders

(3,270,099 )

0

Net loss

$ (4,447,915 )

$ (327,072 )

Net loss per common share - basic and diluted

$ (0.02 )

$ (0.00 )

Weighted average number of common shares outstanding - basic and diluted

225,497,197

118,378,360

	For the three months ended						For the nine months ended
	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021

Operating expenses:
Sales and marketing expense	$	25,771		$	0		$	670,989		$	1,000,000
General and administrative expenses		799,521			141,897			3,120,772			242,445
Professional fees		102,646			32,160			234,671			67,397
Related party consulting fees		135,500			54,500			348,925			132,500
Research and development expense		7,587			0			5,207,806			0
Total operating expenses		1,071,025			228,557			9,583,163			1,442,342

Operating loss		(1,071,025	)		(228,557	)		(9,583,163	)		(1,442,342	)

Other expenses:
Amortization of debt discount		(1,598,683	)		(103,225	)		(3,012,642	)		(215,635	)
Amortization of debt discount, related party		0			0			0			(5,000	)
Financing fees		0			0			(43,750	)		0
Interest expense		(134,927	)		(2,661	)		(138,941	)		(4,857	)
Interest expense, related party		0			0			0			(76	)
Gain on forgiveness of accounts payable		0			0			0			0
Loss on settlement of debt		(3	)		0			(536	)		(186,954	)
Total other (expense)		(1,733,613	)		(105,886	)		(3,195,869	)		(412,522	)

Net loss attributable:
Non-controlling interest		(7,425	)		0			(3,222,294	)		0
Common stockholders		(2,797,213	)		0			(9,556,738	)		0
Net loss	$	(2,804,638	)	$	(334,443	)	$	(12,779,032	)	$	(1,854,864	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.04	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		362,872,609			234,451,953			339,759,839			176,685,459

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Table of Contents

XERIANT, INC. ~~AND SUBSIDIARY~~

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' ~~EQUITY~~DEFICIT

FOR THE THREE AND NINE MONTHS ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(UNAUDITED)

	Series A					Series B								Additional			Common						Non-
	Preferred Stock					Preferred Stock				Common Stock				Paid in			stock to			Accumulated			Controlling						Series A Preferred Stock					Series B Preferred Stock				Common Stock				Additional Paid in			Common stock			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		Capital			be issued			Deficit			Interest			Total			Shares			Amount		Shares		Amount		Shares		Amount		Capital			to be issued			Deficit			Interest			Total
Balance June 30, 2021		788,270			8		1,000,000		10		292,815,960		2,925		4,138,194			51,090			(3,270,235	)		(216,686	)		705,306			788,270			8		1,000,000		10		292,815,960		2,925		4,138,194			51,090			(3,270,235	)		(216,686	)		705,306

Issuance of common stock committed in prior period		-			0		-		0		400,000		4		47,996			(48,000	)		0			0			0			-			-		-		0		400,000		4		47,996			(48,000	)		0			0			0

Sale of common stock		-			-		-		0		7,500,000		75		499,925			1,168,500			0			0			1,668,500			-			0		-		0		7,500,000		75		499,925			1,168,500			0			0			1,668,500

Shares issued as equity kicker		-			0		-		0		250,000		3		43,750			0			0			0			43,753			-			0		-		0		250,000		3		43,750			0			0			0			43,753

Exercise of warrants		-			0		-		0		4,185,000		41		125,509			3,000			0			0			128,550			-			0		-		0		4,185,000		41		125,509			3,000			0			0			128,550

Conversion of Series A Preferred to Common Stock		(4,000	)		0		-		0		4,000,000		40		(40	)		0			0			0			0			(4,000	)		0		-		0		4,000,000		40		(40	)		0			0			0			0

Conversion of convertible notes and accrued interest		-			0		-		0		10,598,544		106		176,054			(3,090	)		0			0			173,070			-			0		-		0		10,598,544		106		176,054			(3,090	)		0			-			173,070

Stock issued for services		-			0		-		0		2,825,000		27		449,173			91,900			0			0			541,100			-			0		-		0		2,825,000		27		449,173			91,900			0			0			541,100

Stock option compensation		-			0		-		0		-		0		1,060,324			0			0			0			1,060,324			-			0		-		0		-		0		1,060,324			0			0			0			1,060,324

Fair value of beneficial conversion feature associated with convertible debt		-			0		-		0		-		0		250,000			0			0			0			250,000			-			0		-		0		-		0		250,000			0			0			0			250,000

Net Loss		-			0		-		0		-		0		0			0			(3,270,099	)		(1,117,816	)		(4,447,915	)		-			0		-		0		-		0		0			0			(3,270,099	)		(1,177,816	)		(4,447,915	)

Balance September 30, 2021		784,270		$	8		1,000,000	$	10		322,574,504	$	3,221	$	6,790,885		$	1,263,400		$	(6,540,334	)	$	(1,394,502	)	$	122,688			784,270		$	8		1,000,000	$	10		322,574,504	$	3,221	$	6,790,885		$	1,263,400		$	(6,540,334	)	$	(1,394,502	)	$	122,688

Issuance of common stock committed in prior period																														-			0		-		0		23,266,666		233		1,162,267			(1,162,500	)		0			0			0.33

Sale of common stock																														-			0		-		0		8,200,000		82		409,918			0			0			0			410,000

Exercise of warrants																														-			0		-		0		123,600		1		2,999			(3,000	)		0			0			0

Conversion of Series A Preferred to Common Stock																														(3,138	)		0		-		0		3,138,000		31		(31	)		0			0			0			0

Conversion of convertible notes and accrued interest																														-			0		-		0		-		0		0			250,000			0			0			250,000

Stock issued for services																														-			0		-		0		900,000		9		116,095			0			0			0			116,104

Stock option compensation																														-			0		-		0		-		0		827,221			0			0			0			827,221

Fair value of warrants associated with convertible debt																														-			0		-		0		-		0		2,777,081			0			0			0			2,777,081

Fair value of beneficial conversion feature associated with convertible debt																														-			0		-		0		-		0		2,365,419			0			0			0			2,365,419

Net Loss																														-			0		-		0		-		0		0			0			(3,489,430	)		(2,037,053	)		(5,526,483	)

Balance December 31, 2021																														781,132		$	8		1,000,000	$	10		358,202,770	$	3,577	$	14,451,855		$	347,900		$	(10,029,764	)	$	(3,431,555	)	$	1,342,031

Issuance of common stock committed in prior period																														-			0		-		0		4,229,680		42		253,707			(250,000	)		0			0			3,749

Conversion of Series A Preferred to Common Stock																														-			0		-		0		-		0		0			0			0			0			0

Inducement of conversion - interest expense																														-			0		-		0		845,936		8		134,918			0			0			0			134,927

Stock option compensation																														-			0		-		0		0		0		574,563			0			0			0			574,563

Stock issued for services																														-			0		-		0		500,000		5		79,745			0			0			0			79,750

Net Loss																														-			0		-		0		-		0		0			0			(2,797,213	)		(7,425	)		(2,804,638	)

Balance March 31, 2022																														781,132		$	8		1,000,000	$	10		363,778,386		3,633	$	15,494,788		0	97,900		$	(12,826,977	)	$	(3,438,980	)	$	(669,618	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Table of Contents

XERIANT, INC. ~~AND SUBSIDIARY~~

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED ~~SEPTEMBER 30, 2020~~MARCH 31, 2022

(UNAUDITED

										Additional			Common
	Preferred Stock					Common Stock				Paid in			stock to			Accumulated						Preferred Stock					Common Stock				Additional Paid in			Common stock			Accumulated
	Shares			Amount		Shares		Amount		Capital			be issued			Deficit			Total			Shares			Amount		Shares		Amount		Capital			to be issued			Deficit			Total
Balance June 30, 2020		3,113,637		$	31		69,584,149	$	696	$	379,971		$	372,397		$	(784,319	)	$	(31,224	)		3,113,637		$	31		69,584,149	$	696	$	379,971		$	372,397		$	(784,319	)	$	(31,224	)

Common stock issued for prior period conversions of principal and interest		-			0		112,847,466		1,127		371,270			(372,397	)		0			0
Shares reclassed from common stock to be issued																							-			-		112,847,466		1,127		371,270			(372,397	)		-			-

Conversion of convertible notes and accrued interest		-			0		-		0		0			51,145			0			51,145			-			-		-		-		-			51,145			-			51,145

Conversion of Series A Preferred to Common Stock		(39,358	)		0		39,358,000		393		(393	)		0			0			0			(39,358	)		-		39,358,000		393		(393	)		-			-			-

Relative fair value of warrants issued with convertible debt		-			0		-		0		36,407			-			0			36,407
Issuance of warrants with convertible notes																							-			-		-		-		36,407			-			-			36,407

Fair value of beneficial conversion feature associated with convertible debt		-			0		-		0		42,893			0			0			42,893			-			-		-		-		42,893			-			-			42,893

Common stock issued for services		-			0		4,090,909		40		200,414			0			0			200,454
Stock issued for services																							-			-		4,090,909		40		200,414			-			-			200,454

Net Loss		-			0		-		0		0						(327,072	)		(327,073	)		-			-		-		-		0						(327,072	)		(327,072	)

Balance September 30, 2020		3,074,279		$	31		225,880,524	$	2,256	$	1,030,562		$	51,145		$	(1,111,391	)	$	(27,398	)		3,074,279			31		225,880,524		2,256		1,030,562			51,145			(1,111,391	)		(27,397	)

Sale of common stock																							-			0		3,400,000		34		50,966			0			0			51,000

Conversion of convertible notes and accrued interest																							-			0		-		0		0			78,714			0			78,714

Issuance of warrants with convertible notes																							-			0		-		0		6,388			0			0			6,388

Fair value of beneficial conversion feature associated with convertible debt																							-			0		-		0		6,612			0			0			6,612

Stock issued for services																							-			0		20,300,000		203		1,012,997			0			0			1,013,200

Issuance of warrants for services																							-			0		-		0		13,909			0			0			13,909

Net Loss																							-			0		-		0		0			0			(1,193,349	)		(1,193,349	)

Balance December 31, 2020																							3,074,279		$	31		249,580,524	$	2,493	$	2,121,434		$	129,859		$	(2,304,740	)	$	(50,923	)

Sale of common stock																							-			0		9,991,667		100		1,198,900			298,000			0			1,497,000

Shares reclassed from common stock to be issued																							-			0		19,595,442		195		129,660			(129,859	)		0			(4	)

Conversion of convertible notes and accrued interest																							-			0		4,557,943		46		23,810			0			0			23,856

Issuance of warrants with convertible notes																							-			0		-		0		75,097			0			0			75,097

Fair value of beneficial conversion feature associated with convertible debt																							-			0		-		0		122,453			0			0			122,453

Stock issued for services																							-			0		150,000		2		62,048			0			0			62,050

Issuance of warrants for services																							-			0		-		0		24,422			0			0			24,422

Net Loss																							-			0		-		0		0			0			(344,596	)		(344,596	)

Balance March 31, 2021																							3,074,279		$	31		283,875,576	$	2,836	$	3,757,824		$	298,000		$	(2,649,336	)	$	1,409,355

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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XERIANT, INC. ~~AND SUBSIDIARY~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended						For the Nine months ended
	September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021

Cash Flows from Operating Activities
Net Loss	$	(4,447,915	)	$	(327,072	)	$	(12,779,032	)	$	(1,854,864	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock compensation		1,060,324			0
Depreciation and Amortization								332			0
Stock compensation expense								2,462,108			1,113,583
Stock issued for services		494,700			-			736,954			-
Amortization of debt discount		149,028			45,961
Financing fees								178,676			0
Loss on settlement of debt		535			186,954			0			186,954
Amortization of Debt Discount								3,012,642			215,635
Amortization of Debt Discount, Related Party								0			5,000
Changes in operating assets & liabilities
Operating lease right of use asset		(155	)		262			30,246			93
Changes in operating assets & liabilities
Prepaid expenses		(34,850	)		572
Accounts payable and accrued expenses		50,191			17,188
Net cash used in operating activities		(2,727,742	)		(76,135	)
Lease liabilities								(31,433	)		0
Deposits and prepaids								(556	)		(62,458	)
Accounts payable and accrued liabilities								(35,513	)		25,880
Accrued liability, related party								5,000			0
Accrued expenses								5,520			0
Net cash used by operating activities								(6,415,055	)		(370,177	)

Cash Flows from Investing Activities
Purchase of property and equipment								(19,990	)		0
Net cash used in financing activities								(19,990	)		0

Cash Flows from Financing Activities
Sale of common stock		1,668,500			0			2,078,500			1,548,000
Cash from exercise of warrants		128,549			0			128,550			0
Proceeds from convertible notes payable		250,000			79,300			4,958,950			289,850
Net cash provided by financing activities		2,047,090			79,300			7,166,000			1,837,850

Increase (Decrease) in Cash		(680,693	)		3,165
Increase in Cash								730,955			1,467,673

Cash at beginning of period		962,540			38,893			962,540			38,893

Cash at end of period	$	281,847		$	42,058		$	1,693,495		$	1,506,566

Supplemental Cash Flow Information
Cash paid for interest	$	0		$	0		$	0		$	0
Cash paid for income taxes	$	0		$	0		$	0		$	0

Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	187,246		$	51,145		$	440,995		$	130,410
Warrants issued with convertible notes payable	$	117,893		$	36,402		$	2,894,974		$	117,892
Beneficial conversion feature arising from convertible notes payable	$	171,957		$	42,893		$	2,787,376		$	171,958

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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XERIANT, INC. ~~AND SUBSIDIARY~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Xeriant, Inc. (“Xeriant” or the “Company”) is an aerospace company dedicated to the emerging aviation market called Advanced Air Mobility (AAM), the transition to eco-friendly, on demand flight, making air transportation more accessible and a greater part of our daily lives. Xeriant is focused on the acquisition, development, and proliferation of next generation hybrid-electric and fully electric aircraft with vertical takeoff and landing (eVTOL) capabilities, performance enhancing aerospace technologies and advanced materials, as well as critical support infrastructure. Xeriant is located at the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport, and trades on OTC Markets under the stock symbol, XERI. The Company was incorporated in Nevada on December 18, 2009.

On April 16, 2019, the Company and the members of American Aviation Technologies, LLC (“AAT”) entered into a Share Exchange Agreement (“Agreement”). The agreement, which became effective on September 30, 2019, was pursuant to which the Company acquired 100% of the issued and outstanding membership units in exchange for the issuance of shares of the Company’s Series A Preferred Stock constituting 86.39% of the total voting power of the Company’s capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT became a wholly owned subsidiary of the Company.

On June 22, 2020, the name of the Company was changed to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change (XERI).

On May 27, 2021, the Company entered into a Joint Venture Agreement with XTI Aircraft Company, to form a new company, called Eco-Aero, LLC, for purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff and landing (eVTOL) fixed wing aircraft.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited consolidated condensed financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ~~("GAAP"~~(“GAAP”). Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These financial statements should be read in conjunction with the company’s latest annual financial statements.

Principles of Consolidation

The condensed consolidated unaudited financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC, and Eco-Aero, LLC. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements.

Use of Estimates

The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates.

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~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting ~~entity's~~entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Deferred Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("(“ASC ~~740-10"~~740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. As of ~~September~~March 31, 2022 and June 30, 2021 there are no deferred tax assets.

Going concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2022 and June 30, 2021, the Company had $1,693,495 and $962,540 in cash and $(710,654) and $677,257 in working capital, respectively. For the nine months ended March 31, 2022 and 2021, the Company had a net loss of $12,779,032 and $1,854,864, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the ~~Company's~~Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the ~~Company's~~Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The allowance for doubtful accounts is created by forming a credit balance which is deducted from the total receivables balance in the balance sheet. As of ~~September~~March 31, 2022 and June 30, 2021 ~~and 2020~~ there are no accounts receivable.

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~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

~~Revenue Recognition~~

Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 606 "Revenue Recognition in Financial Statements" which considers revenue realized or realizable and earned when all of the following criteria are met:

	~~(i)~~	~~persuasive evidence of an arrangement exists,~~
	~~(ii)~~	~~the services have been rendered and all required milestones achieved,~~
	~~(iii)~~	~~the sales price is fixed or determinable, and~~
	~~(iv)~~	~~Collectability is reasonably assured.~~

~~For the years ended September 30, 2021 and 2020, the Company has no revenue.~~

Convertible Debentures

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ~~("BCF"~~(“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 ~~"Debt~~“Debt with Conversion and Other Options."” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. ~~During the three months ended September 30, 2021, the Company recorded a BCF in the amount of $250,000.~~

Fair Value of Financial Instruments

Accounting Standards Codification subtopic 825-10, Financial Instruments ("(“ASC ~~825-10"~~825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("(“ASC ~~820-10"~~820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments ("(“ASC ~~825-10"~~825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Research and Development Expenses

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of ~~$2,340,575~~$7,587 and $0 for the three months ended ~~September 30,~~March 31, 2022 and 2021, respectively. The Company incurred research and ~~2020,~~development expenses of $5,207,806 and $0 for the nine months ended March 31, 2022 and 2021, respectively.

Advertising, Marketing and Public Relations

The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of ~~$168,087~~$3,690 and $0 for the three months ended ~~September 30,~~March 31, 2022 and 2021, respectively. The Company recorded advertising expenses in the amount of $168,403 and ~~2020,~~$0 for the nine months ended March 31, 2022 and 2021, respectively. These expenses are included within sales in marketing expenses in the statements of operations.

Offering Costs

Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised. There were no offering costs for the three and nine months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

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~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

Income Taxes

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our consolidated federal tax return and any state tax returns are not currently under examination.

The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017.

In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement.

The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The Company entered into a new lease agreement commencing on November 1, 2019 and implemented this guidance on November 1, 2019.

In August ~~2016,~~2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2016-15, Statement~~2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of ~~Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts~~beneficial conversion and cash ~~payments are presented~~conversion features from convertible instruments and ~~classified in~~simplifies the ~~statement~~derivative scope exception guidance pertaining to equity classification of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoptioncontracts in an ~~interim period.~~

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~~Table of Contents~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

~~On June 20, 2018, the FASB issued ASU 2018-07,~~ ~~Compensation—Stock Compensation~~ (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under theentity’s own equity. The new standard ~~companies will no longer~~also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07applied on ~~August 6, 2018.~~a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ~~this standard did not~~ASU 2020-06 is expect to have a material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - JOINT VENTURE

On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form a new company, called Eco-Aero, LLC (the “JV”), a Delaware limited liability company, with the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the JV. The JV is managed by a management committee consisting of five members, three appointed by the Company and two by XTI. The Agreement was effective on June 4, 2021, with an initial deposit of $1 million into the JV. Xeriant’s financial commitment is $10 million, contributed over a period of less than one year, as required by the aircraft development timeline and budget.

The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from Xeriant. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50. However, the agreement provides for a Management Committee of five members. Three of the five members are from Xeriant. Additionally, Xeriant has ~~an obligation~~the right to invest $10,000,000 into the JV. As such, Xeriant has substantial capital at risk. Based on these two factors, the conclusion is that Xeriant is the primary beneficiary of the VIE. Accordingly, Xeriant has consolidated the VIE.

NOTE 4 - CONCENTRATION OF CREDIT RISKS

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On ~~September 30, 2021,~~March 31, 2022, the Company had ~~$31,847~~$1,443,495 in excess of FDIC insurance.

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NOTE 5 - OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY

The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019 through January 1, 2025 in which the first three months of rent were abated. Due to the COVID-19 pandemic, the Company decided to have all employees work from home and intends to build out the office space by the end of 2021 to allow employees to work from the office in January of 2022. The following table illustrates the base rent amounts over the term of the lease:

	Base
Rent Periods	Rent
February 1, 2020 to October 1, 2020	$	4,367
November 1, 2020 to October 1, 2021	$	4,498
November 1, 2021 to October 1, 2022	$	4,633
November 1, 2021 to October 1, 2022	$	4,771
November 1, 2023 to October 1, 2024	$	4,915
November 1, 2024 to January 1, 2025	$	5,063

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. At inception the Company paid prepaid rent in the amount of $4,659, which was netted against the operating lease right-of-use asset balance until it was applied in February 2020.

Right-of-use asset is summarized below:

	September 30,			March 31,
	2021			2022
Office lease	$	220,448		$	220,448
Less: accumulated amortization		(61,061	)		(81,485	)
Right-of-use asset, net	$	159,387		$	138,963

Operating lease liability is summarized below:

	September 30, 2021			March 31, 2022
Office lease	$	173,826		$	152,370
Less: current portion		(44,160	)		(34,785	)
Long term portion		129,667			117,585

Maturity of the lease liability is as follows:

Fiscal year ending June 30, 2022	$	44,266		$	14,804
Fiscal year ending June 30, 2023		60,392			60,392
Fiscal year ending June 30, 2024		62,201			62,201
Fiscal year ending June 30, 2025		37,112			37,112
		203,971			174,508
Present value discount		(30,144	)		(22,138	)
Lease liability	$	173,826		$	152,370

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NOTE 6 - CONVERTIBLE NOTES PAYABLE

The carrying value of convertible notes payable, net of discount, as of ~~September 30, 2021~~March 31, 2022 and June 30, 2021 was ~~$139,674~~$2,319,738 and $158,196, respectively, as summarized below:

The following table illustrates the carrying values for the convertible notes payable as of ~~September 30, 2021~~March 31, 2022 and June 30, 2021:

	September 30,			June 30,			March 31,			June 30,
Convertible Notes Payable	2021			2021			2022			2021
Convertible notes payable issued January 5, 2021 (6% interest)	$	0		$	25,000		$	0		$	25,000
Convertible notes payable issued January 11, 2021 (6% interest)		0			142,550			0			142,550
Convertible notes payable issued August 9, 2021 (6% interest)		100,000			0			0			0
Convertible notes payable issued August 10, 2021 (6% interest)		150,000			0			0			0
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC								6,050,000			-
Total face value		250,000			167,550			6,050,000			167,550
Less unamortized discount		(110,326	)		(9,354	)		(3,730,262	)		(9,354	)
Carrying value	$	139,674		$	158,196		$	2,319,738		$	158,196

Between September 27, 2019 and August 10, 2021, the Company issued convertible notes payable with an aggregate face value of $892,300, of which $342,950 were issued by our subsidiary AAT. The notes have a coupon rate of 6% and maturity dates between three and six months. The agreements provided the holder has the option to convert the principal balance and any accrued interest to common stock of the Company. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock. Of the $892,300, $342,950 is convertible at $.0033 per share, $87,000 is convertible at $0.025 per share, $180,550 is convertible at $.03 per share, $31,800 is convertible at $0.003 per share, and the remaining $250,000 is convertible at $.06 per ~~share~~

~~Between March 27, 2020 and July 11, 2021, holders of the~~share. All these convertible notes payable have been converted ~~the $342,950 in principal (the full balance~~as of ~~the AAT Notes)~~March 31, 2021 and $10,290 in accrued interest into 107,042,708 shares of common stock. Between November 10, 2020 and July 11, 2021, holders of the convertible notes converted $299,350 in principal and $7,224 in accrued interest into 19,641,327 shares of common stock. During the three months ended September 30, 2021, holders of the convertible notes converted $167,550 ~~in principal and $5,520 in accrued interest into 10,598,544 shares of common stock. The remaining~~ principal balance ~~of the notes~~remaining as of ~~September~~June 30, ~~2021 was $250,000.~~2021.

The Company evaluated these notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance.

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~~Table of Contents~~

~~NOTE 6 - CONVERTIBLE NOTES PAYABLE (CONTINUED)~~

In connection with the notes, the Company issued warrants indexed to an aggregate 8,848,333 shares of common stock. The warrants have a term of two years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $156,225.

Auctus Fund, LLC

On October 27, 2021, the Company issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal sum of $6,050,000, which amount is the $5,142,500 actual amount of the purchase price, hereof plus an original issue discount in the amount of $907,500 and to pay interest on the unpaid principal amount hereof at the rate of zero percent per annum from the issue date until the note becomes due and payable, and $433,550 for professional fees in completing the transactions. The note has a maturity date of twelve months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company.

In connection with the notes, the Company issued warrants indexed to an aggregate 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The warrants were recorded at fair value of $2,777,081 to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the debt proceeds. The Company estimated the fair value of the warrants using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants. The Company estimates the volatility of its stock based on the average of three similar size public companies peer group historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to their remaining contractual term.

The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. ~~After the allocation of $156,225 to the warrants, the remaining $512,906 in proceeds resulted in a beneficial~~The Company recorded $2,365,419 conversion feature ~~recorded~~ in additional paid-in capital. ~~Both the~~The BCF ~~and warrants~~ resulted in a debt discount and are amortized over the life of the note.

For the ~~three~~nine months ended ~~September 30, 2021 and 2020,~~March 31, 2022, the Company recorded ~~$149,028~~$3,730,262 amortization of debt discount related to the Auctus Note.

The Company is in communication with Auctus Fund, LLC and ~~$45,961~~is actively working on strategies to extinguish, extend or restructure the Senior Secured Promissory Note. No assurance can be made as to the results of such actions.

For the nine months ended March 31, 2022 and 2021, the Company recorded $3,012,642 and $215,635 in amortization of debt discount related to the notes. For the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recorded ~~$2,391~~$4,014 and ~~$1,087~~$2,196 in interest expense related to the notes, respectively.

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NOTE 7 - RELATED PARTY TRANSACTIONS

Convertible notes

On August 25, 2020, the Company issued a convertible note payable with a face value of $5,000 with a coupon rate of 6% to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. The note has a maturity date of three months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of ~~$.025~~$0.025 per share. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock at a price of ~~$.025~~$0.025 per share.

The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification.

In connection with the note, the Company issued warrants indexed to an aggregate 200,000 shares of common stock. The warrants have a term of two years and an exercise price of ~~$.025.~~$0.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their relative fair value of $2,461.

The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $2,461 to the warrants, the remaining $2,539 in proceeds resulted in a beneficial conversion feature recorded in additional paid-in capital. Both the BCF and warrants resulted in a debt discount and are amortized over the life of the note.

For the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recorded $0 and ~~$1,957~~$5,000 in amortization of debt discount related to the note. For the ~~three~~nine months ended ~~September 30,2021~~March 31, 2022 and ~~2020,~~2021, the Company recorded $0 and ~~$30~~$76 in interest expense related to the note, respectively.

On November 25, 2020, Keystone Business Development Partners converted $5,000 in principal and $76 in accrued interest into 203,024 shares of common stock.

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Consulting fees

During the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and 2020,~~ the Company recorded ~~$33,000~~$134,000 and ~~$15,500~~$66,000 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. As of March 31, 2022 and June 30, 2021, $15,000 and $0 was recorded in accrued liabilities related to Ancient Investments, LLC, respectively.

~~For~~During the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and 2020,~~ the Company recorded ~~$24,000~~$92,000 and ~~$13,500~~$0 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. As of March 31, 2022 and June 30, 2021, $10,000 and $0 was recorded in accrued liabilities related to Edward DeFeudis, respectively.

During the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and 2020,~~ the Company recorded ~~$18,000~~$65,000 and ~~$44,700~~$32,500 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s ~~CTO,~~CIO, Pablo Lavigna. As of March 31, 2022 and June 30, 2021, $7,000 and $0 was recorded in accrued liabilities related to AMP Web Services, respectively.

During the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and 2020,~~ the Company recorded ~~$7,500~~$22,500 and ~~$7,500~~$22,500 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of ~~September 30, 2021~~March 31, 2022 and June 30, 2021, ~~$27,500~~$0 and $25,000 was recorded in accrued liabilities related to Keystone Business Development Partners, respectively.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.

Joint Venture

In connection with the Eco-Aero, LLC Joint Venture, discussed in Note 3, the Company ~~is obligated~~has the right to invest $10,000,000 into the joint venture.

Financial Advisory Agreements

On August 10, 2021, the Company entered into an Advisory Agreement with a firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments:

	·	to issue 500,000 shares payable at the date of the agreement, 500,000 shares payable three months from the date of the agreement, 500,000 shares payable ~~six~~nine months from the date of the agreement.

	·	Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000

	·	M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000

During the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, the Company issued the initial 500,000 shares, second tranche of 500,000 shares, and the remaining 500,000 shares.

On August 19, 2021, the Company entered into an Advisory Agreement with a firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments:

	·	Issue 2,225,000 common shares payable at the date of the agreement, and 2,225,000 common shares payable upon an uplisting of the Company’s common stock to a national exchange.

	·	Pay a cash fee of seven percent 7% of the amount of capital raised, invested or committed; and deliver a warrant (the “Agent Warrant”) to purchase shares of the Common Stock equal to seven percent (7%) of the number of shares of Common Stock underlying the securities issued in the Financing.

	·	Pay a cash fee for entering into a transaction including, without limitation, a merger, acquisition or sale of stock or assets equal to one and one half percent (1.5%), or in the event a transaction is consummated with a party that was in communication with the Company prior to the date of this contract, then the fee shall equal one half percent (0.5%).

During the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, the Company issued the initial 2,225,000 shares.

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Litigation

On September 1, 2021, Xeriant Inc. brought a cause of action in the Southern District of Florida against a former shareholder for claims, including but not limited to, breach of contract, misrepresentation, and asserting claims to recoup monetary and in-kind distributions made to the shareholder by the Company. The defendant submitted an affirmative defense and counterclaim on October 29, 2021.

Board of ~~Advisor~~Advisors Agreements

The Company has entered into advisor agreements with various advisory board members. The agreements provide for the following:

On October 27, 2020, the Company agreed to issue 300,000 common shares immediately, 2-year cashless warrants to purchase 300,000 common shares at the current price, and $2,500 per meeting paid 50% in cash and 50% in common shares.

On January 18, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination.

On January 22, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination.

On March 7, 2021 the Company paid an advisor $2,500 and issued 50,000 common ~~shares~~shares.

On July 1, 2021, the Company agreed to issue 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, and for each of the following three years (beginning July 1, 2022), an option to purchase an additional 1,000,000 common shares per year thereafter at a 25% discount to the average market price for the preceding 10 trading days.

On July 6, 2021, provided an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 250,000 common shares issued upon a strategic partnership with a major airline, $2,500 per formal meeting paid in common shares, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service.

On July 28, 2021, the Company agreed to issue 250,000 common shares immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service

On August 9, 2021, the Company agreed to issue 50,000 common shares, $2,500 per meeting paid in cash, common shares, or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service.

On August 20, 2021, the Company agreed to issue 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 4,000,000 common shares at $0.12 per share, vesting quarterly over 24 months.

~~Other~~ ~~Previously Announced Joint Ventures and Letters of Intent~~

The Company has announced its intention to enter into certain joint ventures and partnerships over the past 12 months, namely Praga Avia, CoFlow Jet, and TheIncLab. Due to the Company's focus on its joint development with XTI Aircraft Company, and ongoing efforts with Movychem s.r.o., the advancement of these partnerships has been put on hold. The Company anticipates revisiting these opportunities after the completion of a public offering when the Company is fully staffed and adequately financed.

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NOTE 9 - EQUITY

Common Stock

As of March 31, 2022 and June 30, 2021, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 363,778,386 and 292,815,960 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively.

During the three months ended September 30, 2021, the Company issued 400,000 shares of common stock related to a subscription agreement from the previous fiscal year, which were previously recorded in common stock to be issued at $48,000.

During the three months ended September 30, 2021, the Company sold 2,500,000 shares of common stock for aggregate proceeds of $250,000, or $0.10 per share.\

During the three months ended September 30, 2021, the Company sold 5,000,000 shares of common stock for aggregate proceeds of $250,000, or $0.05 per share.

In connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at $43,750, which has been expensed as a financing costs.

During the three months ended September 30, 2021, the Company issued 4,185,000 shares of common stock as a result of warrant exercises in the aggregate proceeds of $125,550.

During the three months ended September 30, 2021, the Company issued 4,000,000 shares of common stock in exchange for the conversion of 4,000 shares of Series A Preferred Stock.

During the three months ended September 30, 2021, the Company issued 10,598,544 shares of common stock for the conversion of $167,550 in principal and $4,985 in accrued interest. This resulted in a loss on extinguishment of debt in the amount of $535.

During the three months ended September 30, 2021, the Company issued 2,825,000 shares of common stock for services, valued at $449,200.

During the three months ended December 31, 2021, the Company sold 8,200,000 shares of common stock for aggregate proceeds of $410,000, or $0.05 per share.

During the three months ended December 31, 2021, the Company issued 23,266,667 shares of common stock for aggregate proceeds of $1,162,500, or $0.05 per share for the sale of common shares that has not been issued in the quarter ended September 30, 2021.

During the three months ended December 31, 2021, the Company issued 4,305,000 shares of common stock for the $3,000 exercise of warrants in the quarter ended September 30, 2021.

During the three months ended December 31, 2021, the Company issued 3,138,000 shares of common stock in exchange for the conversion of 3,318 shares of Series A Preferred Stock.

During the three months ended December 31, 2021, the Company issued 900,000 shares of common stock for services, valued at $116,105.

During the three months ended March 31, 2022, the Company issued 500,000 shares of common stock for services, valued at $79,750.

During the three months ended March 31, 2022, the Company issued 4,229,680 shares of common stock for the conversion of $250,000 principal balance of convertible notes payable and $3,749 accrued interest that has not been issued in the quarter ended December 31, 2021.

During the three months ended March 31, 2022, the Company issued 845,936 shares of common stock in exchange for the inducement to the convertible notes holders to convert at fair value of $134,927.

Common Stock to be Issued

During the three months ended September 30, 2021, the Company sold ~~4,750,000~~200,000 shares of common stock for aggregate proceeds of ~~$475,000, or $0.10 per share. As of September 30, 2021, these shares are categorized in common stock to be issued.~~

During the three months ended September 30, 2021, the Company sold 6,600,000 shares of common stock for aggregate proceeds of $330,000, or $0.05 per share. As of September 30, 2021, these shares are categorized in common stock to be issued.

~~During the three months ended September 30, 2021, the Company sold 12,116,667 shares of common stock for aggregate proceeds of $363,500,~~$6,000, or $0.03 per share. As of ~~September 30, 2021, these shares are categorized in common stock to be issued.~~

~~During the three months ended September 30, 2021, the Company received $3,000 for the exercise of warrants into 120,000 shares of common stock. As of September 30, 2021,~~March 31, 2022, these shares are categorized in common stock to be issued.

During the three months ended September 30, 2021, the Company agreed to pay a consultant 250,000 shares in exchange to $45,500 in services. As of ~~September 30, 2021,~~March 31, 2022, these shares are categorized in common stock to be issued.

During the three months ended September 30, 2021, the Company agreed to issue advisory board members 250,000 shares in exchange for $46,400 in services. 200,000 shares vest on a quarterly basis over one year and 50,000 shares vest completely after a year. As of ~~September 30, 2021,~~March 31, 2022, these shares are categorized in common stock to be issued.

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Series A Preferred Stock

There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A Preferred Stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights:

	·	Voting: The preferred shares shall be entitled to ~~100~~1,000 votes to every one share of common stock.

	·	~~Dividends:~~ Dividends: The Series A Preferred Stockholders are treated the same as the Common Stock holders except at the dividend on each share of Series A Convertible Preferred Stock is equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.

	·	Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis.

	·	The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable.

As of ~~September 30, 2021~~As of March 31, 2022 and June 30, 2021, the Company has ~~784,270~~780,132 and 788,270 shares of Series A Preferred Stock issued and outstanding, respectively.

On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to one of the shareholders in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract.

During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares.

During the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, the Company issued ~~4,000,000~~4,138,000 shares of common stock in exchange for the conversion of ~~4,000~~4,138 shares of Series A Preferred Stock.

Series B Preferred Stock

On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, does not have any voting rights and no liquidation preference.

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Stock Options

In connection with certain advisory board compensation agreements, the Company issued an aggregate 19,000,000 options at an exercise price of $0.12 per ~~share.~~share in July and August 2021. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,543,787. The Company recorded compensation expense in the amount of ~~$1,060,324~~$2,462,108 for these ~~options.~~options for the nine months ended March 31, 2022. As of March 31, 2022, there was $1,125,008 of total unrecognized compensation cost related to non vested portion of options granted.

As of ~~September 30, 2021,~~March 31, 2022, there are 19,000,000 options outstanding, of which ~~2,375,000~~4,750,000 are exercisable. The weighted ~~averaged~~average remaining term is ~~2.8~~2.31 years.

Options

A summary of the Company’s stock options activity is as follows:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2021		0	$	-
Granted		19,000,000		0.12
Exercised		-		-
Canceled		-		-
Outstanding at March 31, 2022		19,000,000	$	0.12		2.3	$	-
Vested and expected to vest at March 31, 2022		4,750,000	$	0.12		2.3	$	-
Exercisable at March 31, 2022		4,750,000	$	0.12		2.3	$	-

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	~~1.56~~1.55 Years – ~~2.50~~2.49 Years
Range of market volatility:
Range of equivalent volatility	~~215.35%~~215.12% - ~~275.73%~~275.73		%
Range of interest rates	0.20% - ~~0.47%~~0.47		%

Warrants

As of ~~September 30, 2021~~March 31, 2022 and June 30, 2021, the Company had ~~4,543,333~~55,512,161 and 8,848,333 warrants outstanding, respectively. The warrants were issued in connection with the Convertible Notes (See Note 7)6). The warrants have a term of two to five years and an exercise price ~~of $.025.~~range from $0.1187 to $0.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of ~~$156,225.~~$2,933,305. During the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, holders of warrants exercised warrants for ~~4,305,000~~4,308,600 shares of common stock for aggregate proceeds of $128,550. As of ~~September 30, 2021,~~March 31, 2022, the weighted average remaining useful life of the warrants was ~~1.33.~~0.83.

A summary of the Company’s stock warrants activity is as follows:

	Number of Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2021		8,848,333		$	0.03		0.94		-
Granted		50,968,828			0.1187		4.6		-
Exercised		(4,305,000	)		0
Canceled		-			0
Outstanding at March 31, 2022		55,512,161		$	0.111		4.3	$	-
Vested and expected to vest at March 31, 2022		55,512,161		$	0.111		4.3	$	-
Exercisable at March 31, 2022		55,512,161		$	0.111		4.3	$	-

NOTE 10 - NON-CONTROLLING INTEREST

AAT membership unit adjustment

On May 12, 2021, on further advice of counsel and in good faith, the Company returned 3,600,000 membership units of American Aviation Technologies, LLC to a former shareholder, which was his consideration provided in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. As a result, this former shareholder was restored to his original shareholding position in American Aviation Technologies, LLC.

AAT Subsidiary

On May 12, 2021, the Company’s position in American Aviation Technologies, LLC was reduced to 64%, and therefore the subsidiary is now classified as majority owned.

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NOTE 11 - ~~GOING CONCERN MATTERS~~

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2021 and June 30, 2021, the Company had $281,847 and $962,540 in cash and $92,968 and $677,257 in working capital, respectively. For the three months ended September 30, 2021 and 2020, the Company had a net loss of $4,447,915 and $327,072, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

~~NOTE 12 -~~ SUBSEQUENT EVENTS

~~Sale of common stock~~

~~Subsequent to September 30, 2021, the Company sold 31,466,666 shares of common stock for aggregate proceeds of $1,572,500.~~

~~Exercise of warrants~~

~~Subsequent to September 30, 2021, an aggregate 4,308,600 warrants were exercised for $128,500.~~

~~Conversion of Series A Preferred Stock~~

~~Subsequent to Sepember 30, 2021, an aggregate of 3,138 shares of Series A Preferred stock were converted into 3,138,000 common share.~~

~~Convertible notes~~Joint Venture

Effective ~~November 1, 2021~~April 2, 2022 (the “Effective Date”), ~~Xeriant, Inc. (the “ Company”)~~the Company entered into a ~~Securities Purchase~~Joint Venture Agreement (the ~~“Purchase~~“Joint Venture Agreement”) with ~~Auctus Fund,~~Movychem s.r.o., a Slovakian limited liability company (“Movychem”) setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell™. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC and is owned 50% by each of the Company and Movychem.

The management and control of the Joint Venture is exclusively vested in a management committee (the ~~“Fund”~~“Management Committee”) which consists of five members two of whom are appointed by the Company, two of whom are appointed by Movychem and one of whom (the “Independent Member”) is appointed by mutual agreement of the parties. The Independent Member serves for a period of six months for the first two terms with each of the subsequent terms to be for a period of 12 months.

For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date. At such time as the Company makes its $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem will transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem has granted to the Joint Venture an exclusive worldwide license under the patents.

Concurrently with the execution of the Joint Venture Agreement, the Joint Venture has entered into a Services Agreement (the “Services Agreement”) with the Company pursuant to which the Company ~~issued~~will provide to the ~~Fund a Senior Secured Promissory Note (the “Note”) in~~Joint Venture technical services related to the ~~principal amount~~exploitation of ~~$6,050,000 secured~~the Retacell intellectual property and corporate, marketing. business development, communications and administrative services as requested by the ~~grant~~Joint Venture in exchange for 40% of ~~a first priority security interest in~~all royalty payments received by the ~~assets~~Joint Venture for the licensing of Retacell products.

Under the ~~Company under a Security Agreement (the “Security Agreement”). Pursuant to the Purchase~~Joint Venture Agreement, the Company ~~also issued~~has agreed to ~~the Fund a warrant~~grant to certain individuals affiliated with Movychem five-year warrants (the ~~“Warrant”~~“Warrants”) to purchase ~~up to 50,968,828 shares~~an aggregate of the Company's Common Stock (the “Warrant Shares”). The Purchase Agreement also provides for piggyback registration rights for the shares issuable pursuant to the conversion of the Note and the Warrant Shares. The Note is for a term of 12 months and bears an original issue discount of $907,500. On or after six months from the issue date, the holder has the right to convert all or any portion of the principal amount and any interest, if applicable, into170,000,000 shares of the Company’s ~~Common Stock~~common stock at ~~a conversion rate equal~~an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein.

The Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the ~~lesser~~Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be.

Board of ~~$0.1187 or 75%~~Directors

On May 12, 2022, Michael Harper and Lisa Ruth completed their one-year term serving as directors of the ~~offering price at which~~Company and have resigned from the board. Their resignations were anticipated and not as a result of any disagreement with the Company ~~consummates a public offering which results in an immediate listing~~ on a national securities exchange. The right to convert is qualified by customary blocker provisions in the case where the holder would beneficially own in excess of 4.99% of the shares outstanding (the “Blocker Provision”). The conversion rate is subject to adjustment for stock splits, dividends, recapitalizations and similar events, as well as full ratchet protection from dilutive issuances as defined in the Note. The Warrant has a term of five years from the issuance date. The initial exercise price is $0.1187 with the number of Warrant Shares issuable and the exercise price subject to adjustment for stock splits, dividends, recapitalizations and similar events, and full ratchet protection for anti-dilution issuances. The exercise of the Warrants is subjectany matter relating to the ~~Blocker Provision. Maxim Group LLC acted as the exclusive placement agent for the offering.~~Company’s operations, policies or practices.

~~F-19~~F-18

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Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

This section of the report should be read together with Footnotes of the Company audited financials for the year ended June 30, 2021. The unaudited statements of operations for the ~~three~~six months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are compared in the sections below.

Brief Corporate History

Xeriant is an aerospace technology and advanced materials holding and operating company focused on Advanced Air Mobility (“AAM”) and the transition to green aerospace. The Company plans to source and acquire complementary and strategic interests in visionary companies developing, integrating, and commercializing critical breakthrough technologies which enhance performance, increase safety, and enable and support more efficient, autonomous, and sustainable flight operations, including electrically powered passenger and cargo transport aircraft capable of vertical takeoff and landing. The Company is located at the Research Park at Florida Atlantic University in Boca Raton, Florida.

The Company was originally incorporated in Nevada on December 18, 2009 under the name Eastern World Solutions, Inc. The name changed to Banjo & Matilda, Inc. on September 24, 2013. ~~Effective~~On June 22, 2020, the Company changed its name from Banjo & Matilda, Inc. to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change (XERI).

On April 16, 2019, the Company entered into a Share Exchange Agreement with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) and unmanned aerial vehicles (UAVs).

On June 28, 2019, the Company spun out two wholly owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.

On September 30, 2019, the acquisition of AAT closed, and AAT became a wholly owned subsidiary of the Company.

On June 22, 2020, the name was changed from Banjo & Matilda, Inc. to Xeriant, Inc.

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On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”) to form a new company, called Eco-Aero, LLC ~~for~~(the “JV”), with the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the JV.

Effective April 2, 2022, the Company entered into a Joint Venture with Movychem s.r.o., a Slovakian limited liability company (“Movychem”), called Ebenberg, LLC, setting forth the terms for the establishment of a joint venture (the “JV”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell™. The JV is organized as a Florida limited liability and is owned 50% by each of the Company and Movychem. The transaction is further described herein under Subsequent Events.

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We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations

Three months ended ~~September 30, 2021~~March 31, 2022 compared to the three months ended ~~September 30, 2020~~March 31, 2021

	For the three months ended
	September 30, 2021			September 30, 2020			$			%			For the three months ended
													March 31, 2022			March 31, 2021			$			%
Operating expenses:
Sales and marketing expense	$	598,595		$	0		$	598,595			100	%	$	25,771		$	0		$	25,771			100	%
General and administrative expenses		1,201,002			35,970			1,165,032			97	%		799,521			141,897			657,624			463.45	%
Professional fees		29,541			20,600			8,941			30	%		102,646			32,160			70,486			219.17	%
Related party consulting fees		82,500			36,500			46,000			56	%		135,500			54,500			81,000			148.62	%
Research and development expense		2,340,575			0			2,340,575			100	%		7,587			-			7,587			100	%
Total operating expenses		4,252,213			93,070			4,159,143			98	%		1,071,025			228,557			842,468			368.60	%

Loss from operations		(4,252,213	)		(93,070	)		(4,159,143	)		98	%		(1,071,025	)		(228,557	)		842,468			369.00	%

Other income (expense):
Amortization of debt discount		(149,028	)		(45,961	)		(103,067	)		69	%		(1,598,683	)		(103,225	)		1,495,458			1,448.74	%
Financing fees		(43,750	)		-			(43,750	)		100	%
Amortization of debt discount, related party														-			-			-		-		%
Interest expense		(2,389	)		(1,087	)		(1,302	)		54	%		(134,927	)		(2,661	)		132,266			4970.54	%
Interest expense, related parties														-			-			-		-		%
Gain on forgiveness of accounts payable														-			-			-		-		%
Loss on settlement of debt		(535	)		(186,954	)		186,419			34845	%		(3	)		-			(3	)		100	%
Total other income (expense)		(195,702	)		(234,002	)		38,300			-20	%		(1,733,613	)		(105,886	)		(1,627,727	)		1537.24	%

Net loss	$	(4,447,915	)	$	(327,072	)	$	(4,120,843	)		93	%	$	(2,804,638	)		(334,433	)		(2,470,195	)		738.60	%

Sales and Marketing Expense

Sales and marketing expense was ~~$598,595~~$25,771 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to $0 for the three months ended ~~September 30, 2020. During~~March 31, 2021 for investor relations to create market awareness of the ~~three months ended September 30, 2021, the Company was putting money into sales and marketing expenses to actively market the brand.~~Company.

General and Administrative Expenses

Total general and administrative expenses were ~~$1,201,002~~$799,521 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$35,970~~$141,897 for the three months ended ~~September 30, 2020.~~March 31, 2021. The increase of ~~$1,165,032~~$657,624 primarily relates to options granted valued at ~~$1,060,324~~$574,563 for advisory board services.

Professional Fees

Total professional fees were ~~$29,541~~$102,646 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$20,600~~$32,160 for the three months ended ~~September 30, 2020 for an~~March 31, 2022. The increase of ~~$8,941.~~$70,486 primary relates to legal fees paid.

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Related Party Consulting Fees

Total related party consulting fees were ~~$82,500~~$135,500 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$36,500~~$54,500 for the three months ended ~~September 30, 2020.~~March 31, 2022. The increase of ~~$46,000~~$81,000 was primarily related to ~~$24,000 in new~~additional related party consulting expenses coupled with an increase in the pay of existing related party.

Research and Development Expenses

Total research and development expenses were ~~$2,340,575~~$7,587 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to $0 for the three months ended ~~September 30, 2020.~~March 31, 2021. The research and development costs were related to the development of an aircraft through our Eco-Aero joint venture.

Other Expenses

Total other income (expenses) ~~were~~was ($~~195,702)~~1,733,613) for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ($~~327,072)~~105,886) for the three months ended ~~September 30, 2020.~~March 31, 2021. Total other expenses consist of interest expense on debt, amortization of debt and loss on settlement of debt. The ~~decrease~~increase of ~~$38,300~~$1,627,727 was primarily related the Company recording ~~a loss on settlement~~amortization of debt discount during the three months ended ~~September 30, 2020~~March 31, 2022 in the amount of ~~$186,954.~~$1,598,683.

Net loss

Total net loss was ~~$4,447,915~~$2,804,638 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$327,072~~$2,804,638 for the three months ended ~~September 30, 2020.~~March 31, 2021. The increase of ~~$4,120,843~~$2,470,195 was primarily due to the reasons above.

Nine months ended March 31, 2022 compared to the nine months ended March 31, 2021

For the nine months ended

March 31,
2022

March 31,
2021

$

%

Operating expenses:

Sales and marketing expense

$ 670,989

$ 1,000,000

$ (329,011 )

32.9 %
General and administrative expenses

3,120,772

242,445

2,878,327

2,028.50 %
Professional fees

234,671

67,397

167,274

520.1 %
Related party consulting fees

348,925

132,500

216,425

397.1 %
Research and development expense

5,207,806

-

5,207,806

100 %
Total operating expenses

9,583,163

1,442,342

8,140,821

3,561.8 %

Loss from operations

(9,583,163 )

(1,442,342 )

8,140,821

3,561.8 %

Other income (expense):

Amortization of debt discount

(3,012,642 )

(215,635 )

2,797,007

2,709.6 %
Amortization of debt discount, related party

-

(5,000 )

5,000

100 %
Financing fees

(43,750 )

-

(43,750 )

100 %
Interest expense

(138,941 )

(4,857 )

(134,084 )

5,038.9 %
Interest expense, related parties

-

(76 )

76

100 %
Loss on settlement of debt

(536 )

(186,954 )

186,418

100 %
Total other income (expense)

(3,195,869 )

(412,522 )

2,783,347

2,628.6 %

Net loss

$ (12,779,032 )

(1,854,864 )

10,924,168

3,266.4 %
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Sales and Marketing Expense
Sales and marketing expense was $670,989 for the nine months ended March 31, 2022 compared to $1,000,000 for the nine months ended March 31, 2021.
General and Administrative Expenses
Total general and administrative expenses were $3,120,772 for the nine months ended March 31, 2022 compared to $242,445 for the nine months ended March 31, 2021. The increase of $2,878,327 primarily relates to options granted valued at $1,993,524 for advisory board services and $736,954 from stock issued for services.
Professional Fees
Total professional fees were $234,671 for the nine months ended March 31, 2022 compared to $67,397 for the nine months ended March 31, 2021. The increase of $167,274 primary relates to legal fees paid.
Related Party Consulting Fees
Total related party consulting fees were $348,925 for the nine months ended March 31, 2022 compared to $132,500 for the nine months ended March 31, 2021. The increase of $216,425 was primarily related to additional related party expenses coupled with an increase in the pay of existing related party.
Research and Development Expenses
Total research and development expenses were $5,207,806 for the nine months ended March 31, 2022 compared to $0 for the nine months ended March 31, 2021. The research and ~~equity based compensation.~~development costs were related to the development of an aircraft through our Eco-Aero joint venture.
Other Expenses
Total other income (expenses) was ($3,195,869) for the nine months ended March 31, 2022 compared to ($412,522) for the nine months ended March 31, 2021. Total other expenses consist of interest expense on debt, amortization of debt and loss on settlement of debt. The increase of $2,783,347 was primarily related the Company recording amortization of debt discount during the nine months ended March 31, 2022 in the amount of $3,012,642.
Net loss
Total net loss was $12,779,032 for the nine months ended March 31, 2022 compared to $1,854,864 for nine months ended March 31, 2021. The increase of $10,924,168 was primarily due to the above reasons.

Liquidity and Capital Resources
Operating Activities

Cash used in operations of ~~$2,727,742~~$6,415,055 during the ~~three~~nine months ended ~~September 30, 2021~~March 31, 2022 was primarily resulted from the increase cash used in operations resulted from increased expenditures on sales and marketing and on R&D. The Company has a net loss of $12,779,032 during the nine months ended March 31, 2021 and offset by non-cash expenses such as stock compensation expense of $2,462,108, stock issued for services of $736,954, and amortization of debt discounts of $3,012,642.
Cash used in operations of ~~$76,135~~$162,557 during the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 was primarily a result of our ~~$327,072~~$1,520,421 net loss reconciled with our net non-cash expenses relating to amortization of debt discount and our changes in operating assets and liabilities relating to accounts payable and accrued liabilities.

Investing Activities
Net cash used in investing activities for the nine months ended March 31, 2022 was $19,990, which consisted of purchase of new equipment.
Financing Activities

Net cash provided by financing activities for the ~~three~~nine months ended ~~September 30, 2021~~March 31, 2022 was ~~$2,047,049,~~$7,166,000, which consisted of proceeds from the sale of common stock of ~~$1,668,500,~~$2,078,500, cash in the amount of ~~$128,549~~$128,550 from the exercise of warrants, and issuance of convertible debt of ~~$250,000.~~ $4,958,950.
Net cash provided by financing activities for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 was ~~$79,300,~~$143,300, which consisted of proceeds from the sale of common stock of $51,000 and issuance of convertible debt ~~in the amount~~ of ~~$79,300.~~$92,300.

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~~Liquidity and Capital Resources~~

The ~~Company's~~Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At ~~September 30, 2021~~March 31, 2022 and June 30, 2021, the Company had ~~$281,847~~$1,639,495 and $962,540 in cash and ~~$92,968~~$(710,654) and $677,257 in working capital, respectively. For the ~~three~~nine months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company had a net loss of ~~$4,447,915~~$12,779,032 and ~~$327,072,~~$1,854,864, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the ~~Company's~~Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has granted a first priority security interest in its asset to Auctus Fund, LLC to secure a convertible note in the principal amount of $6,050,000 which is due on October 27, 2022. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

Commitments for Capital Expenditures

To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. We have had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire companies with revenue and develop breakthrough technologies or business interests in those companies that have developed these technologies. We are in the process of issuing an offering document to obtain the funding for certain acquisitions that are in the discussion stages. There is no assurance that the Company will be able to obtain such funding and/or working capital. To the extent that funding is not available, the Company will be required to scale back or discontinue its business plan. Even if the Company is able to obtain financing, it may contain undue restrictions of the Company’s operations, or there may be substantial dilution for our shareholders in the case of equity financing or convertible debt financing.

Off Balance Sheet Items

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates.

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Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with 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 therein. If the assessment of a contingency indicates 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 our financial statements. If the assessment indicates a potentially 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 remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

On September 1, 2021, Xeriant Inc. brought a cause of action in the Southern District of Florida against a former shareholder for claims, including but not limited to, breach of contract, misrepresentation, and asserting claims to recoup monetary and in-kind distributions made to the shareholder by the Company. The defendant ~~in the above-mentioned action has not asserted any counterclaims to-date.~~submitted an affirmative defense and counterclaim on October 29, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~SEC's~~SEC’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the ~~Registrant's~~Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At ~~September 30,~~December 31, 2021, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Keith Duffy our Chief Executive Officer and Brian Carey our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at ~~September 30, 2021,~~March 31, 2022, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting discussed directly below.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended ~~September 30, 2021,~~March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings
~~None.~~On September 1, 2021, Xeriant Inc. brought a cause of action in the Southern District of Florida against a former shareholder for claims, including but not limited to, breach of contract, misrepresentation, and asserting claims to recoup monetary and in-kind distributions made to the shareholder by the Company. The defendant submitted an affirmative defense and counterclaim on October 29, 2021.

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits
The following exhibits are filed herewith

Exhibit
Number

Document
10.1
Joint Venture Agreement dated as of April 2, 2022 between Xeriant Inc. and Movychem S.R.O.
10.2
Patent and Exclusive License Agreement between Movychem S.R.O. and
10.3
Services Agreement dated as of April 2, 2022 between Xertiant, Inc.

31.1

Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

XERIANT, INC.

Date: ~~November 24, 2021~~May 16, 2022
By:
/s/ Keith Duffy

Keith Duffy
Chief Executive Officer
(Principal Executive)

Date: ~~November 24, 2021~~May 16, 2022
By:
/s/ Brian Carey

Brian Carey
Chief Financial Officer

1213

	For the three months ended
	September 30, 2021			September 30, 2020

Operating expenses:
Sales and marketing expense	$	598,595		$	0
General and administrative expenses		1,201,002			35,970
Professional fees		29,541			20,600
Related party consulting fees		82,500			36,500
Research and development expense		2,340,575			0
Total operating expenses		4,252,213			93,070

Operating loss		(4,252,213	)		(93,070	)

Other expenses:
Amortization of debt discount		(149,028	)		(45,961	)
Financing fees		(43,750	)		(45,961	)
Interest expense		(2,389	)		(1,087	)
Loss on settlement of debt		(535	)		(186,954	)
Total other (expense)		(195,702	)		(234,002	)

Net loss attributable:
Non-controlling interest		(1,177,816	)		0
Common stockholders		(3,270,099	)		0
Net loss	$	(4,447,915	)	$	(327,072	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		225,497,197			118,378,360

	For the nine months ended
	March 31, 2022			March 31, 2021			$			%
Operating expenses:
Sales and marketing expense	$	670,989		$	1,000,000		$	(329,011	)		32.9	%
General and administrative expenses		3,120,772			242,445			2,878,327			2,028.50	%
Professional fees		234,671			67,397			167,274			520.1	%
Related party consulting fees		348,925			132,500			216,425			397.1	%
Research and development expense		5,207,806			-			5,207,806			100	%
Total operating expenses		9,583,163			1,442,342			8,140,821			3,561.8	%

Loss from operations		(9,583,163	)		(1,442,342	)		8,140,821			3,561.8	%

Other income (expense):
Amortization of debt discount		(3,012,642	)		(215,635	)		2,797,007			2,709.6	%
Amortization of debt discount, related party		-			(5,000	)		5,000			100	%
Financing fees		(43,750	)		-			(43,750	)		100	%
Interest expense		(138,941	)		(4,857	)		(134,084	)		5,038.9	%
Interest expense, related parties		-			(76	)		76			100	%
Loss on settlement of debt		(536	)		(186,954	)		186,418			100	%
Total other income (expense)		(3,195,869	)		(412,522	)		2,783,347			2,628.6	%

Net loss	$	(12,779,032	)		(1,854,864	)		10,924,168			3,266.4	%

Exhibit Number		Document

10.1		Joint Venture Agreement dated as of April 2, 2022 between Xeriant Inc. and Movychem S.R.O.

10.2		Patent and Exclusive License Agreement between Movychem S.R.O. and

10.3		Services Agreement dated as of April 2, 2022 between Xertiant, Inc.

31.1		Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	XERIANT, INC.

Date: ~~November 24, 2021~~May 16, 2022	By:	/s/ Keith Duffy
		Keith Duffy Chief Executive Officer (Principal Executive)