Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 28, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 000-53239 | ||
Entity Registrant Name | Cavitation Technologies, Inc. | ||
Entity Central Index Key | 0001376793 | ||
Entity Tax Identification Number | 20-4907818 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 10019 CANOGA AVENUE, | ||
Entity Address, City or Town | CHATSWORTH, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91311 | ||
City Area Code | (818) | ||
Local Phone Number | 718-0905 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23,372,000 | ||
Entity Common Stock, Shares Outstanding | 276,698,831 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 572 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 441,000 | $ 1,363,000 |
Accounts receivable | 1,000 | 6,000 |
Inventory | 48,000 | 25,000 |
Prepaid expenses | 38,000 | 0 |
Total current assets | 528,000 | 1,394,000 |
Property and equipment, net | 4,000 | 182,000 |
Equity method investment | 1,149,000 | 0 |
Operating lease right-of-use asset | 180,000 | 245,000 |
Other assets | 10,000 | 10,000 |
Total assets | 1,871,000 | 1,831,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 135,000 | 342,000 |
Accrued payroll and payroll taxes – related parties | 280,000 | 667,000 |
Related party payable | 0 | 1,000 |
Customer advances | 80,000 | 727,000 |
Operating lease liability, current portion | 63,000 | 58,000 |
Total current liabilities | 558,000 | 1,795,000 |
Notes payable, non-current | 150,000 | 254,000 |
Operating lease liability, non-current portion | 127,000 | 193,000 |
Total liabilities | 835,000 | 2,242,000 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and 2021, respectively | 0 | 0 |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 276,698,831 and 208,267,444 shares issued and outstanding as June 30, 2022 and 2021, respectively | 277,000 | 208,000 |
Additional paid-in capital | 26,005,000 | 24,008,000 |
Accumulated deficit | (25,246,000) | (24,627,000) |
Total stockholders' equity (deficit) | 1,036,000 | (411,000) |
Total liabilities and stockholders' equity (deficit) | $ 1,871,000 | $ 1,831,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 276,698,831 | 208,267,444 |
Common Stock, shares outstanding | 276,698,831 | 208,267,444 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 1,619,000 | $ 537,000 |
Revenue - related party | 46,000 | 21,000 |
Cost of revenue | (41,000) | (20,000) |
Gross profit | 1,624,000 | 538,000 |
General and administrative expenses | 1,728,000 | 1,264,000 |
Impairment of equipment | 178,000 | 0 |
Research and development expenses | 17,000 | 21,000 |
Total operating expenses | 1,923,000 | 1,285,000 |
Loss from operations | (299,000) | (747,000) |
Other Income (Expense) | ||
Gain on forgiveness of PPP Loan | 104,000 | 104,000 |
Loss on settlement of liabilities | (371,000) | 0 |
Loss from equity method investment | (48,000) | 0 |
Interest expense | (5,000) | (6,000) |
Other, net | (320,000) | 98,000 |
Net loss | $ (619,000) | $ (649,000) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 248,736,262 | 197,224,988 |
Weighted Average Number of Shares Outstanding, Diluted | 248,736,262 | 197,224,988 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 197,000 | $ 23,291,000 | $ (23,978,000) | $ (490,000) |
Beginning balance, shares at Jun. 30, 2020 | 196,997,906 | |||
Common stock issued for cash | $ 11,000 | 717,000 | 728,000 | |
Common stock issued for cash, shares | 11,269,538 | |||
Net loss | (649,000) | $ (649,000) | ||
Fair value of common stock issued as compensation, shares | 11,269,538 | |||
Ending balance, value at Jun. 30, 2021 | $ 208,000 | 24,008,000 | (24,627,000) | $ (411,000) |
Ending balance, shares at Jun. 30, 2021 | 208,267,444 | |||
Common stock issued for cash | $ 12,000 | 773,000 | 785,000 | |
Common stock issued for cash, shares | 12,071,785 | |||
Cashless exercise of warrants | $ 34,000 | (34,000) | ||
Net loss | (619,000) | (619,000) | ||
Cashless exercise of options | $ 6,000 | (6,000) | ||
[custom:FairValueOfCommonStockIssuedUponExerciseOfWarrantsAndOptionsShares] | 778,609 | |||
Common stock issued upon exercise of options, shares | 6,181,818 | |||
Fair value of warrants granted for services | 40,000 | 40,000 | ||
Common stock issued upon exercise of warrants, shares | 33,715,228 | |||
Fair value of common stock issued upon exercise of warrants and options | $ 1,000 | 86,000 | 87,000 | |
Fair value of common stock issued for services | $ 5,000 | 220,000 | 225,000 | |
Fair value of common stock issued as compensation, shares | 4,500,000 | |||
Fair value of common stock issued to settle liabilities | $ 11,000 | 918,000 | 929,000 | |
Fair value of common stock issued to settle liabilities, shares | 11,183,947 | |||
Ending balance, value at Jun. 30, 2022 | $ 277,000 | $ 26,005,000 | $ (25,246,000) | $ 1,036,000 |
Ending balance, shares at Jun. 30, 2022 | 276,698,831 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ (619,000) | $ (649,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 0 | 22,000 |
Fair value of common stock issued upon exercise of warrants and options | 87,000 | 0 |
Fair value of warrants granted for services | 40,000 | 0 |
Fair value of common stock issued for services | 225,000 | 0 |
Gain on forgiveness of PPP note payable | (104,000) | (104,000) |
Loss on settlement of liabilities | 371,000 | 0 |
Impairment of equipment | 178,000 | 0 |
Loss from equity method investment | 48,000 | 0 |
Distribution from equity method investment | 26,000 | 0 |
Effect of changes in: | ||
Accounts receivable | 5,000 | 98,000 |
Inventory | (23,000) | 22,000 |
Prepaid expenses | (38,000) | 0 |
Operating lease right-of-use assets | 65,000 | 63,000 |
Accounts payable and accrued expenses | (3,000) | 26,000 |
Accrued payroll and payroll taxes – related parties | (33,000) | (26,000) |
Related party payable | (1,000) | 0 |
Customer advances | (647,000) | 359,000 |
Operating lease liabilities | (61,000) | (61,000) |
Net cash used in operating activities | (484,000) | (250,000) |
Investing activities: | ||
Capital contribution to equity investment | (1,223,000) | |
Purchase of property and equipment | (128,000) | |
Cash used in investing activities | (1,223,000) | (128,000) |
Financing activities: | ||
Proceeds from notes payable | 254,000 | |
Proceeds from sale of common stock | 785,000 | 728,000 |
Cash generated from financing activities | 785,000 | 982,000 |
Net increase in cash and cash equivalents | (922,000) | 604,000 |
Cash and cash equivalents, beginning of period | 1,363,000 | 759,000 |
Cash and cash equivalents, end of period | 441,000 | 1,363,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Liabilities settled with common stock | $ 558,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Cavitation Technologies, Inc. (“the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated in January 2007 under the name Bio Energy, Inc. The Company has developed, patented, and commercialized proprietary technology used in our Nano Reactor® LPN™ Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, during the year ended June 30, 2022, the Company incurred a net loss of $ 619,000 484,000 As of June 30, 2022, the Company has cash in the amount of $ 441,000 The Company may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company’s needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. Covid-19 During the year ended June 30, 2022, the COVID-19 pandemic did not have a material net impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. As of June 30, 2022, the Company has been following the recommendations of local health authorities to minimize exposure risk for its employees, including having employees work remotely and utilizing electronic submission of invoices and payments. Principles of Consolidation The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for inventory obsolescence, valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates. Revenue Recognition The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer. Cash and Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At June 30, 2022 and 2021, the Company had no The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000. As of June 30, 2022, and 2021, Company had deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution. Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2022 and 2021, the Company had no reserve recorded for uncollectible accounts receivable. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis. Inventory is composed of finished goods and represents costs incurred to manufacture the Company’s Nano Reactor® LPN Property and Equipment Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations. Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives. Property and equipment useful life Leasehold improvements Shorter of the life of the asset or lease term Furniture 5-7 Years Office equipment 5 Years Lab equipment 4 Years Skid systems 4 Years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Equity Method Investment The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. The Company does not believe that the value of its equity method investment was impaired as of June 30, 2022. Income Taxes The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. Leases The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 3). Fair Value Measurement FASB ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. As of June 30, 2022, and 2021, the carrying value of certain accounts such as accounts receivable, inventory, accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments. Share-Based Compensation We periodically issue stock options, warrants and common stock to employees and non-employees for services and capital raising transactions. We account for share-based payments under the guidance of FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. Under ASC 718, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost. Advertising Costs Advertising costs, including marketing expense, incurred in the normal course of operations are expensed as incurred. Advertising expenses amounted to $ 106,000 12,000 Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended June 30, 2022 and 2021 amounted to $ 17,000 21,000 Warranty Policy The Company provides a limited warranty with every set of reactors sold, typically 2 to 5 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at June 30, 2022 and 2021. Net (Loss) Per Share The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants were exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table sets forth the computation of basic and diluted loss per common share. Basic and diluted loss per common share June 30, 2022 2021 Net loss $ (619,000 ) $ (649,000 ) Weighted average common shares – basic 248,736,262 197,224,988 Dilutive effect of outstanding stock options and warrants – – Weighted average shares – diluted 248,736,262 197,224,988 Net loss per common share: Basic and Diluted $ (0.00 ) $ (0.00 ) There were no adjustments to net income (loss) required for purposes of computing diluted earnings per share. At June 30, 2022 and 2021, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive. Schedule of antidilutive shares June 30, 2022 June 30, 2021 Options 1,250,000 11,000,000 Warrants 61,427,834 98,966,049 Concentrations During the year ended June 30, 2022, we recorded 97 3 During the year ended June 30, 2021, we recorded 96 3 At June 30, 2022 and 2021, 100 Segment As of June 30, 2022, the Company operated one reportable business segment. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Contracts with Desmet Ballestra
Contracts with Desmet Ballestra | 12 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Desmet Ballestra | Note 2 – Contracts with Desmet Ballestra The Company has the following agreements with Desmet Ballestra (Desmet), a company located in Europe: a. October 2021 Agreement – In October 2021, the Company executed a three-year agreement with Desmet that is a continuation of the October 2018 agreement (See B below). In accordance with ASC 606, the Company recognizes revenue from the sale of reactors at the time of shipment of the Nano reactor hardware as shipment is deemed to be the Company’s only performance obligation and the Company had no more continuing obligation other than the reactor’s two-year standard warranty. Desmet pays for such reactors on credit terms and the amount of a sale is recorded as a receivable upon acceptance by Desmet. In addition, Desmet agreed to provide the Company monthly advances of $40,000 through October 1, 2024 to be applied against future sales of reactors. b. October 2018 Agreement (expired in October 2021, see “A” above) - In October 2018, the Company signed a three-year global Research and Development (R&D), Marketing and Technology License Agreement with Desmet for the sale and licensing of the Company’s reactors. This agreement was a continuation of an original agreement the Company signed with Desmet in fiscal 2012 and amended in fiscal 2016. As part of the October 2018 agreement, Desmet provided the Company monthly advances of $50,000 through October 1, 2021, to be applied against the Company’s gross profit share from future sales. In accordance with ASC 606, the Company determined that the gross profit to be earned from Desmet was a variable consideration and evaluated the amount of the potential payments and the likelihood that the payments would be received using the most likely amount approach (subject to the variable consideration constraint). Estimates were available from our distributor which were considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as variable revenue constraints, and as such, the amount of gross profit share revenue recognized was limited to the actual amount of cash received under the contract which the Company had determined was not refundable and probable that a significant revenue reversal would not occur. Further, the Company had not been able to develop an expectation of the actual collection based on its historical experience. The Company also had no control with regards to the sale and installation of Nano Reactor® and CTi Nano Neutralization® System, between Desmet and the end customer. Under the October 2021 agreement (See “A” above), the Company is no longer entitled to revenue from a share of gross profit to be earned from distributors. During the year ended June 30, 2022, the Company recorded sales of $ 592,000 Nano Reactor® 1,027,000 1,619,000 During the year ended June 30, 2021, the Company recorded sales of $ 346,000 Nano Reactor® 191,000 537,000 As of June 30, 2022, advances received from Desmet related to future sales of reactors amounted to $ 80,000 727,000 |
Investment in equity method inv
Investment in equity method investment | 12 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in equity method investment | Note 3 - Investment in equity method investment In 2019, the Company and Delaware Water Company, LLC (Delaware) formed a limited liability company called Enviro WaterTek LLC (“Enviro”). Enviro is owned 50% by the Company and 50% by Delaware, and the Company accounts for its investment in Enviro under the equity method. From 2019 to 2021, Enviro had no operations. In September 2021, the Company and Delaware entered into a separate agreement under Enviro for a specific project (referred to as “Ameredev”). Delaware has certain contracts in place to provide recycled water to operators of certain active oil and gas wells. Under the agreement, the Company contributed $1.2 million that was used by Ameredev to increase the capacity of certain pipelines and water treatment facilities operated by Delaware. Pursuant to the agreement, for each barrel of recycled water that Ameredev sells, Delaware will receive $0.10 per barrel, and the Company will receive $0.05 per barrel (referred to as usage fees), with the balance of net income (loss) from Ameredev being allocated 70% to Delaware and 30% to the Company. The Ameredev agreement will terminate the earlier of three years (unless extended by unanimous agreement of the Board and Members of Ameredev) from the date of the agreement or by unanimous agreement of the Board and Members of Ameredev. During the year ended June 30, 2022, the Company recorded total revenues from Ameredev of $ 46,000 32,000 from the sale of reactors, and $ 13,000 48,000 During the year ended June 30, 2021, the Company recorded revenues of $ 21,000 The following table summarizes the activity of the Company’s equity method investment: Schedule of equity method investment June 30, 2022 Balance at beginning of period $ – Contributions to equity method investment 1,223,000 Loss from equity method investment (48,000 ) Distribution from equity method investment (26,000 ) Balance at end of period $ 1,149,000 A summarized balance sheet as of June 30, 2022, for Ameredev, and a summarized statement of operations for the year ended June 30, 2022, for Ameredev is presented below: Balance Sheet: Statement of operations for Ameredev Amount Cash $ 11,000 Property and equipment $ 1,223,000 Total assets $ 1,234,000 Accounts payable $ 43,000 Partners equity $ 1,191,000 Total liabilities and equity $ 1,234,000 Income Statement Amount Revenue $ 165,000 Usage fees paid to Cavitation and Delaware (41,000 ) Operating expenses (282,000 ) Net loss $ (158,000 ) |
Operating Lease
Operating Lease | 12 Months Ended |
Jun. 30, 2022 | |
Operating Lease | |
Operating Lease | Note 4 – Operating Lease The Company leases certain warehouse and corporate office space under an operating lease agreement. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Lease cost table June 30, June 30, 2022 2021 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ 78,000 $ 74,000 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 72,000 $ 71,000 Weighted average remaining lease term – operating leases (in years) 2.6 3.6 Average discount rate – operating leases 4 4 The supplemental balance sheet information related to leases for the period is as follows: Long-term right-of-use assets $ 180,000 $ 245,000 Short-term operating lease liabilities $ 63,000 $ 58,000 Long-term operating lease liabilities 127,000 193,000 Total operating lease liabilities $ 190,000 $ 251,000 Supplemental cash flow information related to the lease liabilities are as follows: Schedule of lease liability maturities Operating Year Ending June 30: Lease 2023 $ 75,000 2024 78,000 2025 47,000 Total lease payments 200,000 Less: Imputed interest/present value (10,000 ) Present value of lease liabilities $ 190,000 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 - Property and Equipment Property and equipment consist of the following as of June 30, 2022 and 2021: Schedule Property and Equipment June 30, June 30, 2022 2021 Leasehold improvement $ 2,000 $ 2,000 Furniture 27,000 27,000 Office equipment 2,000 2,000 Equipment 306,000 484,000 Systems 187,000 187,000 524,000 702,000 Less: accumulated depreciation and amortization (520,000 ) (520,000 ) Property and equipment, net $ 4,000 $ 182,000 Depreciation expense for the years ended June 30, 2022 and 2021 amounted to $ 0 22,000 In June 2022, the Company determined to cease further development and construction of certain testing equipment and a result, the Company write-down certain capitalized equipment costs of $ 178,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions At June 30, 2021, accrued salaries and estimated payroll taxes due to current and former officers of the Company totaled $ 667,000 280,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable Schedule of notes payable June 30, June 30, 2022 2021 A. Note Payable - PPP#1 $ – $ – B. Note Payable - PPP#2 – 104,000 C. Note Payable - EIDL 150,000 150,000 Total $ 150,000 $ 254,000 A. On April 16, 2020, the Company was granted a loan for $ 104,000 (PPP #1) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the “Cares Act”). PPP #1 loan was scheduled to mature in April 2022 had a 1 % per annum interest rate, and was subject to the terms and conditions applicable to loans administered by the Small Business Administration (“SBA”) under the CARES Act. The Company applied ASC 470, Debt, to account for PPP #1 loan. In May, 2021, the SBA approved the forgiveness of PPP #1 loan of $ 104,000 , and we recognized a gain on extinguishment of PPP #1 loan of $ 104,000 during the year ended June 30, 2021. B. On March 26, 2021, the Company was granted a of $ 104,000 1 104,000 104,000 C. In July 2020, the Company received a loan of $ 150,000 3.75 150,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 8 - Stockholders’ Deficit Preferred Stock On March 17, 2009, the Company filed an Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock. The total number of shares of Common Stock which this corporation has authority to issue is 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001. As of June 30, 2022, and 2021, there are no shares of Series A or Series B Preferred Stock issued and outstanding. Common Stock Year Ending June 30, 2022 During the year ended June 30, 2022, the Company issued 12,071,785 12,071,785 785,000 During the year ended June 30, 2022, the Company issued 34,407,709 50,110,000 During the year ended June 30, 2022, the Company issued 6,267,946 8,500,000 The Company issued an additional 778,609 87,000 During the year ended June 30, 2022, the Company issued 500,000 25,000 On June 16, 2022, the company granted an executive officer 4,000,000 200,000 During the year ended June 30, 2022, the Company issued 6,855,700 718,000 371,000 4,331,260 211,000 Year Ending June 30, 2021 During the year ended June 30, 2021, the Company issued 11,269,538 11,269,538 0.09 728,000 Stock Options The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non-plan grants. A summary of the stock option activity from June 30, 2022 and 2021 is as follows: Stock Option activity table Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at June 30, 2020 11,000,000 $ 0.03 6.07 - Granted – – – - Forfeited – – – - Exercised – – – - Expired – – – Outstanding at June 30, 2021 11,000,000 $ 0.03 6.07 - Granted – – – - Forfeited – – – - Exercised (8,500,000 ) 0.03 6.07 - Expired (1,250,000 ) 0.03 0.67 Outstanding at June 30, 2022 1,250,000 $ 0.03 0.43 As of June 30, 2022, all outstanding options were fully vested and exercisable. The intrinsic value of the outstanding options as of June 30, 2022 was $ 25,000 Schedule of options outstanding and exercisable Options Outstanding Options Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Remaining Price of Shares Life (Years) Price of Shares Life (Years) $ 0.03 1,250,000 0.87 $ 0.03 1,250,000 0.87 1,250,000 1,250,000 Warrants A summary of the Company’s warrant activity and related information from as of June 30, 2022 and 2021 is as follows. Schedule of warrant activity Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at June 30, 2020 87,696,511 $ 0.07 5.64 Granted 11,269,538 0.09 5.00 Exercised – Expired – Outstanding at June 30, 2021 98,966,049 0.07 4.49 Granted 12,571,785 0.09 5.00 Exercised (50,110,000 ) Expired – Outstanding at June 30, 2022 61,427,834 $ 0.09 2.81 As of June 30, 2022, all outstanding warrants were fully vested and exercisable. The intrinsic value of the outstanding warrants as of June 30, 2022 was $ 216,000 Schedule of warrants outstanding and exercisable Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Exercise Price of Shares Life (Years) Price of Shares Price $0.03 - $0.05 18,626,518 2.63 $ 0.04 18,626,518 $ 0.04 $0.08 - $0.12 42,801,316 2.89 $ 0.10 42,801,316 $ 0.10 61,427,834 61,427,834 Year Ending June 30, 2022 During the year ended June 30, 2022, the Company granted warrants to purchase 12,071,785 On August 1, 2021, the Company granted a service provider a warrant exercisable for 500,000 0.09 40,000 The fair value of the warrant awards was estimated using the Black-Scholes method based on the following weighted-average assumptions: Assumptions June 30, 2021 Risk-free interest rate 0.66 Contractual terms (years) 5 Expected volatility 258 Expected dividend yield 0 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the warrants; the contractual terms represents full contractual term the warrants; expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. Year Ending June 30, 2021 During the year ended June 30, 2021, the Company granted warrants to purchase 11,269,538 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes For the year ended June 30, 2022, the Company recorded no provision for income taxes due to the Company’s taxable net loss position. For the year ended June 30, 2021, the Company recorded no provision for income taxes due to available Federal and State net operating loss (NOL) carryforwards that are available to reduce taxable income. A reconciliation of the effective income tax to statutory US federal income tax is as follows: Income Tax Provision June 30, June 30, 2022 2021 Federal statutory rate (21 (21 State income taxes, net of Federal benefit (7 (7 Valuation allowance 28 28 Income tax provision – – Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets are presented below. At June 30, 2022, the Company had available Federal NOL carryforwards of approximately $ 10.5 During the year ended June 30, 2022 and 2021, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards due to recurring operating losses. Based on their valuation, the Company determined that the net deferred tax assets, do not meet the requirements to realize, and as such, the Company has provided a full valuation allowance against them. At June 30, 2022 and 2021, significant component of the Company’s deferred tax assets and liabilities are as follows: Schedule of Deferred Tax Assets June 30, June 30, 2022 2021 Net Operating loss carryforwards $ 3,063,000 $ 2,758,000 Stock compensation expense 938,000 840,000 Total net deferred tax assets 4,001,000 3,598,000 Less valuation discount (4,001,000 ) (3,598,000 ) Net deferred tax assets $ – $ – Accounting rules prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid. The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Royalty Agreements On July 1, 2008, the Company’s wholly owned subsidiary entered into Patent Assignment Agreements with two parties, its President as well as its former Chief Executive Officer (CEO) and current Technology Senior Manager, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/ current Technology Senior Manager have been assigned to the Company. In exchange, the Company agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/ current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assigned to Cavitation Technologies on May 13, 2010. The Company’s former CEO/ current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through June 30, 2022 and 2021. On April 30, 2008 (as amended November 22, 2010), the Company’s wholly owned subsidiary entered into an employment agreement with the Director of Chemical and Analytical Department (the “Inventor”) providing that the Inventor shall receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of June 30, 2022, and 2022 no patents have been granted in which this person is the legally named inventor. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, during the year ended June 30, 2022, the Company incurred a net loss of $ 619,000 484,000 As of June 30, 2022, the Company has cash in the amount of $ 441,000 The Company may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company’s needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. |
Covid-19 | Covid-19 During the year ended June 30, 2022, the COVID-19 pandemic did not have a material net impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. As of June 30, 2022, the Company has been following the recommendations of local health authorities to minimize exposure risk for its employees, including having employees work remotely and utilizing electronic submission of invoices and payments. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for inventory obsolescence, valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At June 30, 2022 and 2021, the Company had no The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000. As of June 30, 2022, and 2021, Company had deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2022 and 2021, the Company had no reserve recorded for uncollectible accounts receivable. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis. Inventory is composed of finished goods and represents costs incurred to manufacture the Company’s Nano Reactor® LPN |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations. Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives. Property and equipment useful life Leasehold improvements Shorter of the life of the asset or lease term Furniture 5-7 Years Office equipment 5 Years Lab equipment 4 Years Skid systems 4 Years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. |
Equity Method Investment | Equity Method Investment The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. The Company does not believe that the value of its equity method investment was impaired as of June 30, 2022. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. |
Leases | Leases The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 3). |
Fair Value Measurement | Fair Value Measurement FASB ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. As of June 30, 2022, and 2021, the carrying value of certain accounts such as accounts receivable, inventory, accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments. |
Share-Based Compensation | Share-Based Compensation We periodically issue stock options, warrants and common stock to employees and non-employees for services and capital raising transactions. We account for share-based payments under the guidance of FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. Under ASC 718, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost. |
Advertising Costs | Advertising Costs Advertising costs, including marketing expense, incurred in the normal course of operations are expensed as incurred. Advertising expenses amounted to $ 106,000 12,000 |
Research and Development Costs | Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended June 30, 2022 and 2021 amounted to $ 17,000 21,000 |
Warranty Policy | Warranty Policy The Company provides a limited warranty with every set of reactors sold, typically 2 to 5 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at June 30, 2022 and 2021. |
Net (Loss) Per Share | Net (Loss) Per Share The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants were exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table sets forth the computation of basic and diluted loss per common share. Basic and diluted loss per common share June 30, 2022 2021 Net loss $ (619,000 ) $ (649,000 ) Weighted average common shares – basic 248,736,262 197,224,988 Dilutive effect of outstanding stock options and warrants – – Weighted average shares – diluted 248,736,262 197,224,988 Net loss per common share: Basic and Diluted $ (0.00 ) $ (0.00 ) There were no adjustments to net income (loss) required for purposes of computing diluted earnings per share. At June 30, 2022 and 2021, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive. Schedule of antidilutive shares June 30, 2022 June 30, 2021 Options 1,250,000 11,000,000 Warrants 61,427,834 98,966,049 |
Concentrations | Concentrations During the year ended June 30, 2022, we recorded 97 3 During the year ended June 30, 2021, we recorded 96 3 At June 30, 2022 and 2021, 100 |
Segment | Segment As of June 30, 2022, the Company operated one reportable business segment. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and equipment useful life | Property and equipment useful life Leasehold improvements Shorter of the life of the asset or lease term Furniture 5-7 Years Office equipment 5 Years Lab equipment 4 Years Skid systems 4 Years |
Basic and diluted loss per common share | Basic and diluted loss per common share June 30, 2022 2021 Net loss $ (619,000 ) $ (649,000 ) Weighted average common shares – basic 248,736,262 197,224,988 Dilutive effect of outstanding stock options and warrants – – Weighted average shares – diluted 248,736,262 197,224,988 Net loss per common share: Basic and Diluted $ (0.00 ) $ (0.00 ) |
Schedule of antidilutive shares | Schedule of antidilutive shares June 30, 2022 June 30, 2021 Options 1,250,000 11,000,000 Warrants 61,427,834 98,966,049 |
Investment in equity method i_2
Investment in equity method investment (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Schedule of equity method investment June 30, 2022 Balance at beginning of period $ – Contributions to equity method investment 1,223,000 Loss from equity method investment (48,000 ) Distribution from equity method investment (26,000 ) Balance at end of period $ 1,149,000 |
Statement of operations for Ameredev | Statement of operations for Ameredev Amount Cash $ 11,000 Property and equipment $ 1,223,000 Total assets $ 1,234,000 Accounts payable $ 43,000 Partners equity $ 1,191,000 Total liabilities and equity $ 1,234,000 Income Statement Amount Revenue $ 165,000 Usage fees paid to Cavitation and Delaware (41,000 ) Operating expenses (282,000 ) Net loss $ (158,000 ) |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Operating Lease | |
Lease cost table | Lease cost table June 30, June 30, 2022 2021 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ 78,000 $ 74,000 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 72,000 $ 71,000 Weighted average remaining lease term – operating leases (in years) 2.6 3.6 Average discount rate – operating leases 4 4 The supplemental balance sheet information related to leases for the period is as follows: Long-term right-of-use assets $ 180,000 $ 245,000 Short-term operating lease liabilities $ 63,000 $ 58,000 Long-term operating lease liabilities 127,000 193,000 Total operating lease liabilities $ 190,000 $ 251,000 |
Schedule of lease liability maturities | Schedule of lease liability maturities Operating Year Ending June 30: Lease 2023 $ 75,000 2024 78,000 2025 47,000 Total lease payments 200,000 Less: Imputed interest/present value (10,000 ) Present value of lease liabilities $ 190,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule Property and Equipment | Schedule Property and Equipment June 30, June 30, 2022 2021 Leasehold improvement $ 2,000 $ 2,000 Furniture 27,000 27,000 Office equipment 2,000 2,000 Equipment 306,000 484,000 Systems 187,000 187,000 524,000 702,000 Less: accumulated depreciation and amortization (520,000 ) (520,000 ) Property and equipment, net $ 4,000 $ 182,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable June 30, June 30, 2022 2021 A. Note Payable - PPP#1 $ – $ – B. Note Payable - PPP#2 – 104,000 C. Note Payable - EIDL 150,000 150,000 Total $ 150,000 $ 254,000 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock Option activity table | Stock Option activity table Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at June 30, 2020 11,000,000 $ 0.03 6.07 - Granted – – – - Forfeited – – – - Exercised – – – - Expired – – – Outstanding at June 30, 2021 11,000,000 $ 0.03 6.07 - Granted – – – - Forfeited – – – - Exercised (8,500,000 ) 0.03 6.07 - Expired (1,250,000 ) 0.03 0.67 Outstanding at June 30, 2022 1,250,000 $ 0.03 0.43 |
Schedule of options outstanding and exercisable | Schedule of options outstanding and exercisable Options Outstanding Options Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Remaining Price of Shares Life (Years) Price of Shares Life (Years) $ 0.03 1,250,000 0.87 $ 0.03 1,250,000 0.87 1,250,000 1,250,000 |
Schedule of warrant activity | Schedule of warrant activity Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at June 30, 2020 87,696,511 $ 0.07 5.64 Granted 11,269,538 0.09 5.00 Exercised – Expired – Outstanding at June 30, 2021 98,966,049 0.07 4.49 Granted 12,571,785 0.09 5.00 Exercised (50,110,000 ) Expired – Outstanding at June 30, 2022 61,427,834 $ 0.09 2.81 |
Schedule of warrants outstanding and exercisable | Schedule of warrants outstanding and exercisable Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Exercise Price of Shares Life (Years) Price of Shares Price $0.03 - $0.05 18,626,518 2.63 $ 0.04 18,626,518 $ 0.04 $0.08 - $0.12 42,801,316 2.89 $ 0.10 42,801,316 $ 0.10 61,427,834 61,427,834 |
Assumptions | Assumptions June 30, 2021 Risk-free interest rate 0.66 Contractual terms (years) 5 Expected volatility 258 Expected dividend yield 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Income Tax Provision June 30, June 30, 2022 2021 Federal statutory rate (21 (21 State income taxes, net of Federal benefit (7 (7 Valuation allowance 28 28 Income tax provision – – |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets June 30, June 30, 2022 2021 Net Operating loss carryforwards $ 3,063,000 $ 2,758,000 Stock compensation expense 938,000 840,000 Total net deferred tax assets 4,001,000 3,598,000 Less valuation discount (4,001,000 ) (3,598,000 ) Net deferred tax assets $ – $ – |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details- Property and Equipment) | 12 Months Ended |
Jun. 30, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | Shorter of the life of the asset or lease term |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5-7 Years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 Years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 4 Years |
Other Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 4 Years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details- Net Loss Per Share) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (619,000) | $ (649,000) |
Weighted average common shares – basic | 248,736,262 | 197,224,988 |
Dilutive effect of outstanding stock options and warrants | 0 | 0 |
Weighted average shares – diluted | 248,736,262 | 197,224,988 |
Net loss per common share: | ||
Earnings Per Share, Basic | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,250,000 | 11,000,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 61,427,834 | 98,966,049 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ 619,000 | $ 649,000 |
Net Cash Provided by (Used in) Operating Activities | 484,000 | 250,000 |
Cash | 441,000 | |
Cash Equivalents, at Carrying Value | 0 | 0 |
Advertising expense | 106,000 | 12,000 |
Research and development expense | $ 17,000 | $ 21,000 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Desmet Ballestra [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 97% | 96% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | E W [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 3% | 3% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | E W [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Contracts with Desmet Ballest_2
Contracts with Desmet Ballestra (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Desmet [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Liability | $ 727,000 | |
Desmet Ballestra [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,619,000 | 537,000 |
Contract with Customer, Liability | 80,000 | |
Desmet Ballestra [Member] | Nano Reactor Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 592,000 | 346,000 |
Desmet Ballestra [Member] | Gross Profit Share [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,027,000 | $ 191,000 |
Investment in equity method i_3
Investment in equity method investment (Details - Rollforward) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net Investment Income [Line Items] | ||
Contributions to equity method investment | $ 1,223,000 | |
Equity in earnings of equity method investment | (48,000) | 0 |
Proceeds from Equity Method Investment, Distribution | (26,000) | 0 |
Equity Method Investments [Member] | ||
Net Investment Income [Line Items] | ||
Balance at beginning of period | 0 | |
Contributions to equity method investment | 1,223,000 | |
Equity in earnings of equity method investment | (48,000) | |
Proceeds from Equity Method Investment, Distribution | (26,000) | |
Balance at end of period | $ 1,149,000 | $ 0 |
Investment in equity method i_4
Investment in equity method investment (Details - Ameredev) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Cash | $ 441,000 | |
Property and equipment | 4,000 | $ 182,000 |
Total assets | 1,871,000 | 1,831,000 |
Total liabilities and equity | 1,871,000 | 1,831,000 |
Operating Expenses | (1,923,000) | $ (1,285,000) |
Ameredev [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 165,000 | |
Usage fees paid to Cavitation and Delaware | (41,000) | |
Operating Expenses | (282,000) | |
Net income | (158,000) | |
Ameredev [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash | 11,000 | |
Property and equipment | 1,223,000 | |
Total assets | 1,234,000 | |
Accounts payable | 43,000 | |
Partners equity | 1,191,000 | |
Total liabilities and equity | $ 1,234,000 |
Investment in equity method i_5
Investment in equity method investment (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 1,619,000 | $ 537,000 |
Income (Loss) from Equity Method Investments | 48,000 | 0 |
Usage Fees [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 21,000 | |
Ameredev [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 46,000 | |
Income (Loss) from Equity Method Investments | 48,000 | |
Ameredev [Member] | Reactor Sales [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 32,000 | |
Ameredev [Member] | Usage Fees [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 13,000 |
Operating Lease (Details - Leas
Operating Lease (Details - Lease Cost) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Lease | ||
Operating lease cost | $ 78,000 | $ 74,000 |
Cash paid for amounts included in the measurement of lease liabilities | $ 72,000 | $ 71,000 |
Weighted average remaining lease term - operating leases (in years) | 2 years 7 months 6 days | 3 years 7 months 6 days |
Average discount rate - operating leases | 4% | 4% |
Long-term right-of-use assets | $ 180,000 | $ 245,000 |
Short-term operating lease liabilities | 63,000 | 58,000 |
Long-term operating lease liabilities | 127,000 | 193,000 |
Total operating lease liabilities | $ 190,000 | $ 251,000 |
Operating Lease (Details - Oper
Operating Lease (Details - Operating Lease Minimum payments) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Operating Lease | ||
2023 | $ 75,000 | |
2024 | 78,000 | |
2025 | 47,000 | |
Total lease payments | 200,000 | |
Less: Imputed interest/present value | (10,000) | |
Present value of lease liabilities | $ 190,000 | $ 251,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 524,000 | $ 702,000 |
Less: Accumulated depreciation and amortization | (520,000) | (520,000) |
Property and equipment, net | 4,000 | 182,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,000 | 2,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 27,000 | 27,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,000 | 2,000 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 306,000 | 484,000 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 187,000 | $ 187,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 22,000 |
Equipment Expense | $ 178,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Related Party Transactions [Abstract] | ||
Employee-related Liabilities | $ 280,000 | $ 667,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 150,000 | $ 254,000 |
PPP [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 0 | 0 |
P P P 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 0 | 104,000 |
EIDL [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 150,000 | $ 150,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | May 31, 2021 | Jul. 31, 2020 | Apr. 16, 2020 | Mar. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||||
Gain on forgiveness of note payable | $ 104,000 | $ 104,000 | |||||
Note payable | 150,000 | 254,000 | |||||
PPP [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | $ 104,000 | ||||||
Interest rate | 1% | ||||||
Debt Instrument, Decrease, Forgiveness | $ 104,000 | $ 104,000 | |||||
Gain on forgiveness of note payable | 104,000 | ||||||
Note payable | 0 | 0 | |||||
P P P 2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | $ 104,000 | ||||||
Interest rate | 1% | ||||||
Gain on forgiveness of note payable | 104,000 | ||||||
Note payable | 0 | 104,000 | |||||
EIDL [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | $ 150,000 | ||||||
Interest rate | 3.75% | ||||||
Note payable | $ 150,000 | $ 150,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details - Option activity) - Equity Option [Member] - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding, beginning balance | 11,000,000 | 11,000,000 | |
Weighted average exercise price, options outstanding, beginning price | $ 0.03 | $ 0.03 | |
Weighted average remaining contractual life, options outstanding | 5 months 4 days | 6 years 25 days | 6 years 25 days |
Options granted | 0 | 0 | |
Weighted average exercise price, options granted | $ 0 | $ 0 | |
Options forfeited | 0 | 0 | |
Weighted average exercise price, options forfeited | $ 0 | $ 0 | |
Options exercised | (8,500,000) | 0 | |
Weighted average exercise price, options exercised | $ 0.03 | $ 0 | |
Options expired | (1,250,000) | 0 | |
Weighted average exercise price, options expired | $ 0.03 | $ 0 | |
Weighted-Average Remaining Contractual Life Exercised | 6 years 25 days | ||
Weighted-Average Remaining Contractual Life Expired | 8 months 1 day | ||
Options outstanding, ending balance | 1,250,000 | 11,000,000 | 11,000,000 |
Weighted average exercise price, options outstanding, ending price | $ 0.03 | $ 0.03 | $ 0.03 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details - Options by exercise price) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Option [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Weighted average exercise price options outstanding | $ 0.03 | $ 0.03 | $ 0.03 |
Number of shares outstanding | 1,250,000 | 11,000,000 | 11,000,000 |
Weighted average remaining life options outstanding | 5 months 4 days | 6 years 25 days | 6 years 25 days |
Number of shares exercisable | 1,250,000 | ||
Price 1 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Weighted average exercise price options outstanding | $ 0.03 | ||
Number of shares outstanding | 1,250,000 | ||
Weighted average remaining life options outstanding | 10 months 13 days | ||
Number of shares exercisable | 1,250,000 | ||
Weighted average remaining life options exercisable | 10 months 13 days |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details - Warrant activity) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average exercise price, warrants outstanding, beginning price | $ 0.09 | ||
Warrants granted | 11,269,538 | ||
Weighted average exercise price, warrants outstanding, ending price | $ 0.09 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding, beginning balance | 98,966,049 | 87,696,511 | |
Weighted average exercise price, warrants outstanding, beginning price | $ 0.07 | $ 0.07 | |
Weighted average remaining contractual life | 2 years 9 months 21 days | 4 years 5 months 26 days | 5 years 7 months 20 days |
Warrants granted | 12,571,785 | 11,269,538 | |
Weighted average exercise price, warrants granted | $ 0.09 | $ 0.09 | |
Weighted average remaing contractual life, warrants granted | 5 years | 5 years | |
Warrants exercised | (50,110,000) | 0 | |
Warrants expired | 0 | 0 | |
Warrants outstanding, ending balance | 61,427,834 | 98,966,049 | 87,696,511 |
Weighted average exercise price, warrants outstanding, ending price | $ 0.09 | $ 0.07 | $ 0.07 |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details - Warrants by exercise price) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Weighted average exercise price warrants outstanding | $ 0.09 | ||
Warrant [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of warrant shares outstanding | 61,427,834 | 98,966,049 | 87,696,511 |
Weighted average remaining life warrants outstanding | 2 years 9 months 21 days | 4 years 5 months 26 days | 5 years 7 months 20 days |
Weighted average exercise price warrants outstanding | $ 0.09 | $ 0.07 | $ 0.07 |
Number of warrant shares exercisable | 61,427,834 | ||
$0.03-$0.05 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of warrant shares outstanding | 18,626,518 | ||
Weighted average remaining life warrants outstanding | 2 years 7 months 17 days | ||
Weighted average exercise price warrants outstanding | $ 0.04 | ||
Number of warrant shares exercisable | 18,626,518 | ||
Weighted average exercise price warrants exercisable | $ 0.04 | ||
$0.08-$0.12 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of warrant shares outstanding | 42,801,316 | ||
Weighted average remaining life warrants outstanding | 2 years 10 months 20 days | ||
Weighted average exercise price warrants outstanding | $ 0.10 | ||
Number of warrant shares exercisable | 42,801,316 | ||
Weighted average exercise price warrants exercisable | $ 0.10 |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details - Assumptions) - Warrant [Member] | 12 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk free interest rate | 0.66% |
Expected term (years) | 5 years |
Expected volatility | 258% |
Expected dividend yield | 0% |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 16, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||||
[custom:StockIssuedToWarrantAndOptionHoldersShares] | 778,609 | ||||
[custom:StockIssuedToWarrantAndOptionHoldersValue] | $ 87,000 | ||||
Stock issued new, shares | 11,269,538 | ||||
Stock Issued During Period, Value, Issued for Services | 225,000 | ||||
Gain (Loss) on Extinguishment of Debt | (104,000) | $ (104,000) | |||
Warrants granted to purchase common stock | 11,269,538 | ||||
Warrant exercisable price per share | $ 0.09 | ||||
Net cash proceeds | $ 728,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | 25,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 216,000 | ||||
Consultant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants issued for services shares | 500,000 | ||||
Warrants issued for services value | $ 40,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 12,071,785 | 11,269,538 | |||
Stock issued new, shares | 4,500,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 5,000 | ||||
Former Accrued Payroll [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:StockIssuedForLiabilitiesShares] | 6,855,700 | ||||
[custom:StockIssuedForLiabilitiesValue] | $ 718,000 | ||||
Gain (Loss) on Extinguishment of Debt | $ 371,000 | ||||
Other Liabilities [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:StockIssuedForLiabilitiesShares] | 4,331,260 | ||||
[custom:StockIssuedForLiabilitiesValue] | $ 211,000 | ||||
Cashless Exercise Of Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of Stock, Shares Issued | 34,407,709 | ||||
Conversion of Stock, Shares Converted | 50,110,000 | ||||
Cashless Exercise Of Options [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of Stock, Shares Issued | 6,267,946 | ||||
Conversion of Stock, Shares Converted | 8,500,000 | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants granted to purchase common stock | 12,571,785 | 11,269,538 | |||
Warrant exercisable price per share | $ 0.09 | $ 0.07 | $ 0.07 | ||
Exercise price | $ 0.09 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 12,071,785 | ||||
Stock issued new, shares | 500,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||
Common Stock [Member] | Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued for compensation, shares | 4,000,000 | ||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 200,000 | ||||
Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:WarrantsIssuedNewShares] | 12,071,785 | ||||
Common Stock And Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 785,000 |
Income Taxes (Details- Tax Reco
Income Taxes (Details- Tax Reconciliation) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (21.00%) |
State income taxes, net of Federal benefit | (7.00%) | (7.00%) |
Net operating loss/carryforward | 28% | 28% |
Income tax provision | 0% | 0% |
Income Taxes (Details- Deferred
Income Taxes (Details- Deferred Tax Assets and Liabilities) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforwards | $ 3,063,000 | $ 2,758,000 |
Stock compensation expense | 938,000 | 840,000 |
Total net deferred tax assets | 4,001,000 | 3,598,000 |
Less valuation discount | (4,001,000) | (3,598,000) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | Jun. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss | $ 10,500 |