Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | XERIANT, INC. | |
Entity Central Index Key | 0001481504 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 225,880,524 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current assets | ||
Cash | $ 42,058 | $ 38,893 |
Deposits and prepaids | 13,321 | 13,893 |
Total current assets | 55,379 | 52,786 |
Operating lease right-of-use asset | 197,228 | 206,111 |
Total assets | 252,607 | 258,897 |
Current liabilities | ||
Accounts payable and accrued liabilities | 26,812 | 27,621 |
Accrued liabilities, related party | 12,000 | 9,000 |
Convertible notes payable, net of discount | 29,046 | 32,734 |
Lease liability, current | 38,320 | 36,963 |
Total current liabilities | 106,178 | 106,318 |
Lease liability, long-term | 173,826 | 183,803 |
Total liabilities | 280,004 | 290,121 |
Stockholders' deficit | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized; 225,880,524 and 69,584,149 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively | 2,256 | 696 |
Common stock to be issued | 51,145 | 372,397 |
Additional paid in capital | 1,030,562 | 379,971 |
Accumulated deficit | (1,111,391) | (784,319) |
Total stockholders' deficit | (27,397) | (31,224) |
Total liabilities and stockholders' deficit | 252,607 | 258,897 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Series A Preferred stock, $0.00001 par value; 100,000,000 shares authorized; 3,500,000 designated; 3,074,279 and 3,113,637 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively | $ 31 | $ 31 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 |
Stockholders' deficit | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 225,880,524 | 69,584,149 |
Common stock, shares outstanding | 225,880,524 | 69,584,149 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares designated | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 3,074,279 | 3,113,637 |
Preferred stock, shares outstanding | 3,074,279 | 3,113,637 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||
General and administrative expenses | $ 35,970 | $ 834 |
Professional fees | 20,600 | 10,560 |
Consulting fees - related party | 36,500 | 0 |
Research and development expense | 0 | 6,339 |
Total operating expenses | 93,070 | 17,733 |
Operating loss | (93,070) | (17,733) |
Other expenses: | ||
Amortization of debt discount | (45,961) | 0 |
Interest expense | (1,087) | (1,202) |
Interest expense, related party | 0 | (230) |
Loss on settlement of debt | (186,954) | 0 |
Total other (expense) | (234,002) | (1,432) |
Net loss | $ (327,072) | $ (19,165) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 118,378,360 | 69,584,149 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Common Stock To Be Issued |
Balance, shares at Jun. 30, 2019 | ||||||
Balance, amount at Jun. 30, 2019 | $ (33,849) | $ 0 | $ 0 | $ 50,907 | $ (84,756) | |
Effect of reverse merger, shares | 3,113,637 | 69,584,149 | ||||
Effect of reverse merger, amount | (49,902) | $ 31 | $ 696 | (50,629) | 0 | $ 0 |
Net Loss | (19,165) | (19,165) | ||||
Balance, shares at Sep. 30, 2019 | 3,113,637 | 69,584,149 | ||||
Balance, amount at Sep. 30, 2019 | (102,916) | $ 31 | $ 696 | 278 | (103,921) | |
Balance, shares at Jun. 30, 2020 | 3,113,637 | 69,584,149 | ||||
Balance, amount at Jun. 30, 2020 | (31,224) | $ 31 | $ 696 | 379,971 | (784,319) | 372,397 |
Net Loss | (327,072) | $ 0 | $ 0 | 0 | (327,072) | |
Common stock issued for prior period conversions of principal and interest, shares | 112,847,466 | |||||
Common stock issued for prior period conversions of principal and interest, amount | 0 | $ 0 | $ 1,127 | 371,270 | 0 | (372,397) |
Conversion of convertible notes and accrued interest | 51,145 | $ 0 | $ 0 | 0 | 0 | 51,145 |
Conversion of Series A Preferred to Common Stock, shares | (39,358) | 39,358,000 | ||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 0 | $ 393 | (393) | 0 | 0 |
Relative fair value of warrants issued with convertible debt | 36,407 | 0 | 0 | 36,407 | 0 | 0 |
Fair value of beneficial conversion feature associated with convertible debt | 42,893 | $ 0 | $ 0 | 42,893 | 0 | 0 |
Common stock issued for services, shares | 4,090,909 | |||||
Common stock issued for services, amount | 200,454 | $ 0 | $ 40 | 200,414 | 0 | 0 |
Balance, shares at Sep. 30, 2020 | 3,074,279 | 225,880,524 | ||||
Balance, amount at Sep. 30, 2020 | $ (27,397) | $ 31 | $ 2,256 | $ 1,030,562 | $ (1,111,391) | $ 51,145 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (327,072) | $ (19,165) |
Adjustments to reconcile net loss to net | ||
Amortization of debt discount | 45,961 | 0 |
Loss on settlement of debt | 186,954 | |
Operating lease right of use asset | 262 | 0 |
Changes in operating assets & liabilities | 0 | |
Prepaid expenses | 572 | |
Accounts payable and accrued expenses | 17,188 | (332) |
Accrued expenses, related parties | 0 | 264 |
Net cash used by operating activities | (76,135) | (19,233) |
Cash Flows from Financing Activities | ||
Proceeds from convertible notes payable | 79,300 | 153,000 |
Proceeds from convertible notes payable, related party | 0 | 33,000 |
Net cash provided by financing activities | 79,300 | 186,000 |
Increase in Cash | 3,165 | 166,767 |
Cash at beginning of period | 38,893 | 3,029 |
Cash at end of period | 42,058 | 169,796 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable and accrued interest | 51,145 | 0 |
Warrants issued with convertible notes payable | 36,407 | 0 |
Beneficial conversion feature arising from convertible notes payable | $ 42,893 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Sep. 30, 2020 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | Xeriant, Inc. (“Xeriant,” formerly known as “Banjo & Matilda, Inc.,” “Banjo,” “BANJ”) is a holding and operating company focused on acquiring, developing and commercializing technologies with applications in aerospace, including innovative aircraft concepts. The Company is located at the Research Park at Florida Atlantic University in Boca Raton, Florida. The Company was originally incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. The name changed to Banjo & Matilda, Inc. on September 24, 2013. Effective June 22, 2020 the Company changed its name from Banjo & Matilda, Inc. to Xeriant, Inc. On November 14, 2013, Eastern World Group, Inc. entered into a share exchange agreement (the “Exchange Agreement”) with Banjo & Matilda Pty Ltd, (“Banjo & Matilda”) and the shareholders of Banjo & Matilda (“B&M Shareholders”). Pursuant to the Exchange Agreement, 100% of the issued and outstanding capital stock of Banjo & Matilda was acquired, making it a wholly-owned subsidiary. In consideration for the purchase of 100% of the issued and outstanding capital stock of Xeriant, Inc. (f/k/a Banjo & Matilda) under the Exchange Agreement, the Company issued B&M Shareholders an aggregate of 24,338,872 restricted shares of common stock of the Company. On July 1, 2015, the operations of Banjo & Matilda Pty Ltd were transferred to Banjo & Matilda (Australia) Pty Ltd., a wholly owned subsidiary of Xeriant, Inc. (f/k/a Banjo & Matilda). Following the worldwide downturn of the retail clothing business model, in June of 2017, Xeriant (f/k/a Banjo) began to seek out additional businesses to acquire as subsidiaries to expand and refocus its operations to generate more revenue and profit. In June of 2017, Xeriant (f/k/a Banjo) began to seek out companies to acquire as additional subsidiaries to expand its business lines and generate more revenue and profit. On September 20, 2017, Xeriant (f/k/a Banjo) entered into a Memorandum of Understanding for the acquisition of Spectrum King, LLC as a wholly-owned subsidiary, a pioneer of full spectrum LED grow lights, specialized in designing, manufacturing and selling high-end LED grow lights for indoor/greenhouse applications with both the Agriculture and Horticulture industries. On March 19, 2018, Banjo entered into a Share Exchange Agreement with Spectrum King, LLC, however this transaction failed to close. On April 16, 2019, Xeriant (f/k/a Banjo) entered into a Share Exchange Agreement with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) unmanned aerial vehicles (UAVs). On June 28, 2019, Xeriant (f/k/a Banjo) spun out two wholly-owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD. On September 30, 2019, the acquisition of AAT closed and AAT became a wholly-owned subsidiary of Xeriant, Inc. (f/k/a Banjo & Matilda, Inc.). On June 22, 2020, the name was changed from Banjo & Matilda, Inc. to Xeriant, Inc. The Company will be referred to as “Xeriant, Inc.” and or “Xeriant” throughout the document. Xeriant is a holding and operating company focused on acquiring, developing and commercializing revolutionary, eco-friendly technologies with applications in aerospace. These include innovative aircraft concepts targeting emerging opportunities within the aviation industry. The Company plans to take an active and disruptive role in the “third wave of aeronautics,” which includes the electrification of aerial transport and the development and integration of specialized aircraft with greatly reduced logistical footprints — allowing them to safely take-off and land significantly closer to (and even on top of) buildings. This will facilitate point-to-point on-demand and scheduled short-haul flights in congested urban environments, called urban air mobility (UAM). Advancements in structural design, propulsion systems, materials, sensors, artificial intelligence (AI), batteries and high-speed connectivity have dramatically enhanced energy efficiency, acoustics, emissions, safety and autonomy, making feasible a broad range of electrically-powered VTOL (vertical takeoff and landing) capable aircraft, and transitioning aviation into a new era. Many of Xeriant’s “nextologies” will make personal air travel (for 1-4 passengers) far more affordable — providing safe, practical alternatives to traditional means of travel in a post-pandemic world. Xeriant intends to acquire strategic interests in the most promising of these technological breakthroughs and next-generation aircraft configurations, leveraging the collective expertise of its growing international network of industry partnerships to accelerate the development of economically viable products that address specific market demands. The Company will identify prospective synergies between complementary and related technologies under its umbrella and promote constructive interaction and collaboration. The Company is an OTC Markets publicly company trading under the stock symbol, XERI. As a holding company, Xeriant is positioned to own a portfolio of assets in a number of entities at various stages of maturity, including well-established revenue-generating enterprises. At this time, the Company is in active negotiations with several parties and performing due diligence. The holding and operating company structure has several advantages and will enable the Company to grow rapidly, acquiring its assets primarily through acquisitions, joint ventures, strategic investments and licensing arrangements. As a publicly-traded holding company, Xeriant offers its subsidiary such benefits as providing shareholder liquidity, improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while at the same time allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, marketing, human resources, purchasing power, as well as investor and public relations. In addition, leveraging the breadth of resources in a holding company structure provides increased access to financial markets with more favorable terms, allowing for the ability to invest in large-scale projects. Xeriant is selecting investments and acquisitions based on the potential impact of a company’s technology, the strength of its patents and other IP, the quality of its management team, and a demonstrated commitment to its vision with a clear path to profitability. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited consolidated condensed financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These financial statements should be read in conjunction with the company’s latest annual financial statements. Principles of Consolidation The condensed consolidated unaudited financial statements include the accounts of Xeriant, Inc. and its wholly owned subsidiary American Aviation Technologies, LLC, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Deferred Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. As of September 30, 2020 there are no deferred tax assets. Cash and Cash Equivalents For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The allowance for doubtful accounts is created by forming a credit balance which is deducted from the total receivables balance in the balance sheet. As of September 30, 2020 and June 30, 2019 there are no accounts receivable. Revenue Recognition Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 606 “Revenue Recognition in Financial Statements” which considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. For the three months ended September 30, 2020 and 2019, the Company had no revenue. Convertible Debentures If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. During the three months ended September 30, 2020, the Company recorded a BCF in the amount of $42,893. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Research and Development Expenses Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $6,339 for the three months ended September 30, 2020 and 2019, respectively. Advertising, Marketing and Public Relations The Company expenses advertising and marketing costs as they are incurred. There were no advertising costs during the three months ended September 30, 2020 and 2019. Offering Costs Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised. There were no offering costs during the three months ended September 30, 2020 and 2019. Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our consolidated federal tax return and any state tax returns are not currently under examination. The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The Company entered into a new lease agreement commencing on November 1, 2019 and implemented this guidance on November 1, 2019. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | 3 Months Ended |
Sep. 30, 2020 | |
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | |
NOTE 3 - OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | The Company leases 2,911 square feet of office space located at Innovation Centre No. 1, 3998 FAU Boulevard, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019 through January 1, 2025 in which the first three months of rent are abated. The following table illustrates the base rent amounts over the term of the lease: Base Rent Periods Rent February 1, 2020 to October 1, 2020 $ 4,367 November 1, 2020 to October 1, 2021 $ 4,498 November 1, 2021 to October 1, 2022 $ 4,633 November 1, 2021 to October 1, 2022 $ 4,771 November 1, 2023 to October 1, 2024 $ 4,915 November 1, 2024 to January 1, 2025 $ 5,063 Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. At inception the Company paid prepaid rent in the amount of $4,659, which was netted against the operating lease right-of-use asset balance until it was applied in February 2020. Right-of-use asset is summarized below: September 30, 2020 Office lease $ 220,448 Less: accumulated amortization (23,220 ) Right-of-use asset, net $ 197,228 Operating lease liability is summarized below: September 30, 2020 Office lease $ 212,146 Less: current portion (38,320 ) Long term portion 173,826 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2021 $ 42,969 Fiscal year ending June 30, 2022 58,635 Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 261,309 Present value discount (49,163 ) Lease liability $ 212,146 |
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT | 3 Months Ended |
Sep. 30, 2020 | |
EXCHANGE AGREEMENT | |
NOTE 4 - EXCHANGE AGREEMENT | On April 18, 2019, Xeriant, Inc. (f/k/a Banjo & Matilda, Inc.), and American Aviation Technologies, LLC entered into a Share Exchange Agreement (“Agreement”). The agreement, which was effective on September 30, 2019, was pursuant to which Banjo acquired 100% of our issued and outstanding membership units in exchange for the issuance of Banjo shares of its Series A Preferred Stock constituting 86.39% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, the Company became a wholly owned subsidiary of Banjo. The Exchange Agreement was subject to the satisfaction of certain conditions as set forth in the Exchange Agreement. Consummation of the Exchange Agreement was effective on September 30, 2019. Pursuant to the Exchange Agreement, the members of AAT received 2,750,000 shares of the Banjo & Matilda, Inc.’s Series A Preferred Stock to the members of AAT in exchange for the 10,000,000 member units. On September 30, 2019 just prior to the exchange, Banjo issued 170,000 shares of preferred stock as compensation and 193,637 shares of preferred stock in satisfaction of $2,608,224 in liabilities. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Sep. 30, 2020 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | The carrying values of convertible notes payable, net of discount, as of September 30, 2020 and June 30, 2020 was $29,046 and $32,734, respectively, as summarized below. Convertible Notes Payable September 30, 2020 June 30, 2020 Convertible notes payable issued March 2, 2020 (6% interest) $ - $ 22,000 Convertible notes payable issued March 3, 2020 (6% interest) - 10,000 Convertible notes payable issued March 7, 2020 (6% interest) - 1,650 Convertible notes payable issued March 10, 2020 (6% interest) - 15,000 Convertible notes payable issued April 9, 2020 (6% interest) - 1,000 Convertible notes payable issued April 23, 2020 (6% interest) 2,000 2,000 Convertible notes payable issued May 11, 2020 (6% interest) 1,500 1,500 Convertible notes payable issued June 29, 2020 (6% interest) 8,000 8,000 Convertible notes payable issued July 3, 2020 (6% interest) 2,000 - Convertible notes payable issued July 20, 2020 (6% interest) 3,300 - Convertible notes payable issued August 10, 2020 (6% interest) 20,000 - Convertible notes payable issued August 25, 2020 (6% interest) 5,000 - Convertible notes payable issued August 26, 2020 (6% interest) 5,000 - Convertible notes payable issued September 15, 2020 (6% interest) 20,000 - Convertible notes payable issued September 23, 2020 (6% interest) 4,000 - Convertible notes payable issued September 24, 2020 (6% interest) 20,000 - Total face value 90,800 61,150 Less unamortized discount (61,754 ) (28,416 ) Carrying value $ 29,046 $ 32,734 Notes issued between September 27, 2019 and July 20, 2020 Between September 27, 2019 and July 20, 2020, AAT issued convertible notes payable with an aggregate face value of $357,750 with a coupon rate of 6%. The notes have a maturity date of six months. The agreements provided that in the event AAT is merged into Banjo (“Company”), at any time prior to the Maturity Date, the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of $.0033 per share. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock at a price of $.0033 per share. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company recorded a beneficial conversion feature in the amount of $357,750 related to these notes. Between March 27, 2020 and September 10, 2020, holders of the convertible notes converted $340,950 in principal and $10,231 in accrued interest into 106,418,414 shares of common stock. As of September 30, 2020, 90,919,829 shares have been issued. The remaining 15,498,585 is recorded in common stock to be issued. Notes issued between August 10, 2020 and September 24, 2020 Between August 10, 2020 and September 24, 2020, the Company issued convertible notes payable with an aggregate face value of $74,000 with a coupon rate of 6%. The notes have a maturity date of three months. The agreements provided the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of $.025 per share. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock at a price of $.025 per share. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. In connection with the notes, the Company issued warrants indexed to an aggregate 2,960,000 shares of common stock. The warrants have a term of three years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $36,407. The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $36,407 to the warrants, the remaining $37,593 in proceeds resulted in a beneficial conversion feature recorded in additional paid-in capital. Both the BCF and warrants resulted in a debt discount and are amortized over the life of the note. Amortization of debt discount and interest expense related to all notes For the three months ended September 30, 2020, the Company recorded $45,961 and $0 in amortization of debt discount related to the notes. For the three months ended September 30, 2020 and 2019, the Company recorded $1,087 and $1,202 in interest expense related to the notes, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 6 - RELATED PARTY TRANSACTIONS | During the three months ended September 30, 2020, the Company paid Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy, $15,500 for consulting services. During the three months ended September 30, 2020, the Company paid AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna, $4,500 for consulting services. On August 26, 2020, the Company issued 4,090,909 shares of common stock for payment of $13,500 for services performed in May, June and July 2020. As of September 30, 2020, $4,500 due for September services is recorded in accrued liabilities, related party. During the three months ended September 30, 2020, the Company owed $7,500 to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. The amount owed is recorded in accrued liabilities, related party. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies |
EQUITY
EQUITY | 3 Months Ended |
Sep. 30, 2020 | |
EQUITY | |
NOTE 8 - EQUITY | Common Stock During the three months ended September 30, 2020, the Company issued 112,847,466 shares of common stock for the conversion of $359,300 in principal and $13,097 in accrued interest. On August 26, 2020, the Company issued 4,090,909 shares of common stock for payment of $13,500 for services performed in May, June and July 2020. The shares were valued at $200,454 or $0.049 per share. As of result the Company recorded a loss on settlement in debt in the amount of $186,954. During the three months ended September 30, 2020, certain holders of preferred stock converted 39,358 shares into 39,358,000 shares of common stock. Preferred Stock There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A Preferred Stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights: · Voting · Dividends: · Conversion · The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable. During the three months ended September 30, 2020, certain holders of preferred stock converted 39,358 shares into 39,358,000 shares of common stock. As of September 30, 2020 and June 30, 2020, the Company has 3,074,279 and 3,113,637 shares of Series A Preferred Stock issued and outstanding, respectively. The balance of Preferred Stock at September 30, 2020 and June 30, 2020 was $31. |
GOING CONCERN MATTERS
GOING CONCERN MATTERS | 3 Months Ended |
Sep. 30, 2020 | |
GOING CONCERN MATTERS | |
NOTE 9 - GOING CONCERN MATTERS | The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2020 and June 30, 2020, the Company had $42,058 and $38,893 in cash and $50,799 and $53,532 in negative working capital, respectively. For the three months ended September 30, 2020 and 2019, the Company had a net loss of $327,072 and $19,165, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 10 - SUBSEQUENT EVENTS | Convertible note On October 5, 2020, the Company issued a convertible note payable with a face value of $10,000 with a coupon rate of 6%. The note has a maturity date of three months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of $.025 per share. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock at a price of $.025 per share. In connection with the notes, the Company issued warrants indexed to 400,000 shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited consolidated condensed financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These financial statements should be read in conjunction with the company’s latest annual financial statements. |
Principles of Consolidation | The condensed consolidated unaudited financial statements include the accounts of Xeriant, Inc. and its wholly owned subsidiary American Aviation Technologies, LLC, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates. |
Fair Value Measurements and Fair Value of Financial Instruments | The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Deferred Taxes | The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. As of September 30, 2020 there are no deferred tax assets. |
Cash and Cash Equivalents | For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The allowance for doubtful accounts is created by forming a credit balance which is deducted from the total receivables balance in the balance sheet. As of September 30, 2020 and June 30, 2019 there are no accounts receivable. |
Revenue Recognition | Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 606 “Revenue Recognition in Financial Statements” which considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. For the three months ended September 30, 2020 and 2019, the Company had no revenue. |
Convertible Debentures | If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. During the three months ended September 30, 2020, the Company recorded a BCF in the amount of $42,893. |
Fair Value of Financial Instruments | Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Research and Development Expenses | Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $6,339 for the three months ended September 30, 2020 and 2019, respectively. |
Advertising, Marketing and Public Relations | The Company expenses advertising and marketing costs as they are incurred. There were no advertising costs during the three months ended September 30, 2020 and 2019. |
Offering Costs | Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised. There were no offering costs during the three months ended September 30, 2020 and 2019. |
Income Taxes | The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our consolidated federal tax return and any state tax returns are not currently under examination. The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The Company entered into a new lease agreement commencing on November 1, 2019 and implemented this guidance on November 1, 2019. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
OPERATING LEASE RIGHTOFUSE ASSE
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | |
Schedule of rent periods | Base Rent Periods Rent February 1, 2020 to October 1, 2020 $ 4,367 November 1, 2020 to October 1, 2021 $ 4,498 November 1, 2021 to October 1, 2022 $ 4,633 November 1, 2021 to October 1, 2022 $ 4,771 November 1, 2023 to October 1, 2024 $ 4,915 November 1, 2024 to January 1, 2025 $ 5,063 |
Summary of Operating lease liability | September 30, 2020 Office lease $ 212,146 Less: current portion (38,320 ) Long term portion 173,826 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2021 $ 42,969 Fiscal year ending June 30, 2022 58,635 Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 261,309 Present value discount (49,163 ) Lease liability $ 212,146 |
Summary of Right-of-use assets, net | September 30, 2020 Office lease $ 220,448 Less: accumulated amortization (23,220 ) Right-of-use asset, net $ 197,228 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Schedule of convertible notes payable | Convertible Notes Payable September 30, 2020 June 30, 2020 Convertible notes payable issued March 2, 2020 (6% interest) $ - $ 22,000 Convertible notes payable issued March 3, 2020 (6% interest) - 10,000 Convertible notes payable issued March 7, 2020 (6% interest) - 1,650 Convertible notes payable issued March 10, 2020 (6% interest) - 15,000 Convertible notes payable issued April 9, 2020 (6% interest) - 1,000 Convertible notes payable issued April 23, 2020 (6% interest) 2,000 2,000 Convertible notes payable issued May 11, 2020 (6% interest) 1,500 1,500 Convertible notes payable issued June 29, 2020 (6% interest) 8,000 8,000 Convertible notes payable issued July 3, 2020 (6% interest) 2,000 - Convertible notes payable issued July 20, 2020 (6% interest) 3,300 - Convertible notes payable issued August 10, 2020 (6% interest) 20,000 - Convertible notes payable issued August 25, 2020 (6% interest) 5,000 - Convertible notes payable issued August 26, 2020 (6% interest) 5,000 - Convertible notes payable issued September 15, 2020 (6% interest) 20,000 - Convertible notes payable issued September 23, 2020 (6% interest) 4,000 - Convertible notes payable issued September 24, 2020 (6% interest) 20,000 - Total face value 90,800 61,150 Less unamortized discount (61,754 ) (28,416 ) Carrying value $ 29,046 $ 32,734 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - Share Exchange Agreement [Member] - B&M Shareholders [Member] - Banjo & Matilda Pty Ltd. [Member] | Nov. 14, 2013shares |
Restricted shares of common stock | 24,338,872 |
Ownership Percentage | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Research and development expenses | $ 0 | $ 6,339 |
Income tax description | Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 42,893 | |
Offering Costs | 0 | 0 |
Advertising expenses | $ 0 | $ 0 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
November 1, 2024 to January 1, 2025 [Member] | |
Base rent | $ 5,063 |
November 1, 2023 to October 1, 2024 [Member] | |
Base rent | 4,915 |
November 1, 2021 to October 1, 2022 [Member] | |
Base rent | 4,771 |
November 1, 2021 to October 1, 2022 [Member] | |
Base rent | 4,633 |
November 1, 2020 to October 1, 2021 [Member] | |
Base rent | 4,498 |
February 1, 2020 to October 1, 2020 [Member] | |
Base rent | $ 4,367 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details 1) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 220,448 | |
Less accumulated amortization | (23,220) | |
Right-of-use assets, net | $ 197,228 | $ 206,111 |
OPERATING LEASE RIGHT-OF-USE _4
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details 2) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 212,146 | |
Less: current portion | (38,320) | |
Long term portion | 173,826 | $ 183,803 |
Maturity of the lease liability is as follows: | ||
Fiscal year ending June 30, 2021 | 42,969 | |
Fiscal year ending June 30, 2022 | 58,635 | |
Fiscal year ending June 30, 2023 | 60,392 | |
Fiscal year ending June 30, 2024 | 62,201 | |
Fiscal year ending June 30, 2025 | 37,112 | |
Lease liability, Gross | 261,309 | |
Present value discount | (49,163) | |
Lease liability | $ 212,146 |
OPERATING LEASE RIGHT-OF-USE _5
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Borrowing, Interest Rate | 10.00% |
Prepaid rent | $ 4,659 |
Lease Agreements [Member] | November 1, 2019 through January 1, 2025 [Member] | |
Capital Leases, Description | The Company leases 2,911 square feet of office space located at Innovation Centre No. 1, 3998 FAU Boulevard, Boca Raton, Florida. |
EXCHANGE AGREEMENT (Details Nar
EXCHANGE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | ||||
Apr. 18, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Banjo & Matilda, Inc and American Aviation Technologies LLC [Member] | Exchange Agreement [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Business Combination, consideration transferred, Equity Interest of acquirer, series A preferred stock, Percentage | 86.39% | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares issued | 3,074,279 | 3,113,637 | 3,113,637 | ||
Series A Preferred Stock [Member] | Banjo & Matilda, Inc and American Aviation Technologies LLC [Member] | |||||
Preferred stock, shares issued as compensation | 170,000 | ||||
Preferred stock, shares issued | 193,637 | ||||
Liabilities | $ 2,608,224 | ||||
Series A Preferred Stock [Member] | Banjo & Matilda, Inc and American Aviation Technologies LLC [Member] | Exchange Agreement [Member] | |||||
Preferred stock, shares received in exchange | 2,750,000 | ||||
Preferred stock, shares exchange units | 10,000,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Total face value | $ 90,800 | $ 61,150 |
Less unamortized discount | (61,754) | (28,416) |
Carrying value | 29,046 | 32,734 |
Convertible Notes Payable Fifteen | ||
Total face value | 20,000 | |
Convertible Notes Payable Fourteen [Member] | ||
Total face value | 4,000 | |
Convertible Notes Payable Thirteen [Member] | ||
Total face value | 20,000 | |
Convertible Notes Payable Twelve | ||
Total face value | 5,000 | |
Convertible Notes Payable Eleven [Member] | ||
Total face value | 5,000 | |
Convertible Notes Payable Ten [Member] | ||
Total face value | 20,000 | |
Convertible Notes Payable Nine [Member] | ||
Total face value | 3,300 | |
Convertible Notes Payable Eight [Member] | ||
Total face value | 2,000 | |
Convertible Notes Payable Seven [Member] | ||
Total face value | 22,000 | |
Convertible Notes Payable | ||
Total face value | 22,000 | |
Convertible Notes Payable One [Member] | ||
Total face value | 10,000 | |
Convertible Notes Payable Two [Member] | ||
Total face value | 1,650 | |
Convertible Notes Payable Three [Member] | ||
Total face value | 15,000 | |
Convertible Notes Payable Four [Member] | ||
Total face value | 1,000 | |
Convertible Notes Payable Five [Member] | ||
Total face value | 2,000 | 2,000 |
Convertible Notes Payable Six | ||
Total face value | 1,500 | 1,500 |
Convertible Notes Payable Seven [Member] | ||
Total face value | $ 8,000 | $ 8,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Debt instrument converted principal amount | $ 51,145 | ||
Additional paid in capital | 1,030,562 | $ 379,971 | |
Amortization of debt discount | (45,961) | $ 0 | |
Interest expense | 1,087 | 1,202 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 42,893 | ||
Proceeds from convertible notes payable | $ 79,300 | 153,000 | |
Warrant [Member] | |||
Maturity period | 3 years | ||
Exercise price | $ .025 | ||
Warrants issued | 2,960,000 | ||
Additional paid in capital | $ 36,407 | ||
Convertible Notes Payable | |||
Amortization of debt discount | 45,961 | 0 | |
Interest expense | 1,087 | $ 1,202 | |
Carrying value | 29,046 | $ 32,734 | |
Allocation of warrants | 36,407 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 37,593 | ||
Convertible Notes Payable | Between September 27, 2019 and July 20, 2020 [Member] | |||
Maturity period | 6 months | ||
Conversion price | $ 0.033 | ||
Interest rate | 6.00% | ||
Proceeds from convertible notes payable | $ 357,750 | ||
Convertible Notes Payable | Between March 27, 2020 and September 10, 2020 [Member] | |||
Debt instrument converted principal amount | $ 340,950 | ||
Debt conversion, converted instruments, shares | 106,418,414 | ||
Accrued interest | $ 10,231 | ||
Common stock shares issued | 90,919,829 | ||
Common stock shares reserved for future issuance | 15,498,585 | ||
Convertible Notes Payable, Related Party [Member] | August 10, 2020 and September 24, 2020 [Member] | |||
Coupon rate | 6.00% | ||
Maturity period | 3 months | ||
Conversion price | $ .025 | ||
Debt instrument converted principal amount | $ 74,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Aug. 26, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | |
Stock issued during period, shares, issued for services | 4,090,909 | ||
Stock issued during period, value, issued for services | $ 13,500 | $ 200,454 | |
Accrued liability, related party | 12,000 | $ 9,000 | |
CFO, Brian Carey [Member] | |||
Related party consulting fees | 7,500 | ||
CTO, Pablo Lavigna [Member] | |||
Related party consulting fees | 4,500 | ||
CEO, Keith Duffy [Member] | |||
Related party consulting fees | 15,500 | ||
September 2020 services [Member] | |||
Accrued liability, related party | $ 4,500 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 26, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Stock issued during period, shares, issued for services | 4,090,909 | |||
Stock issued during period, value, issued for services | $ 13,500 | $ 200,454 | ||
Shares value | 200,454 | |||
Loss on settlement in debt | $ 186,954 | $ 186,954 | ||
Preferred stock converted | 39,358 | |||
Shares converted against common stock | 39,358,000 | |||
Debt instrument converted principal amount | $ 51,145 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares issued | 3,074,279 | 3,113,637 | 3,113,637 | |
Preferred stock, shares outstanding | 3,074,279 | 3,113,637 | 3,113,637 | |
Preferred stock voting description | The preferred shares shall be entitled to 100 votes to every one share of common stock. | |||
Common stock, conversion description | Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis. | |||
Common stock, Dividend description | The Series A Preferred Stockholders are treated the same as the Common Stock holders except at the dividend on each share of Series A Convertible Preferred Stock is equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate. | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock value | $ 31 | $ 31 | $ 0 | |
March 27, 2020 and June 30, 2020 [Member] | ||||
Debt instrument converted principal amount | $ 359,300 | |||
Common stock issued for prior period conversions of principal and interest | 112,847,466 | |||
Accrued interest | $ 13,097 |
GOING CONCERN MATTERS (Details
GOING CONCERN MATTERS (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
GOING CONCERN MATTERS | |||
Cash | $ 42,058 | $ 38,893 | $ 38,893 |
Working capital deficit | (50,799) | (53,532) | |
Net Loss | $ (327,072) | $ (19,165) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 05, 2020 | Sep. 30, 2020 |
Debt instrument converted principal amount | $ 51,145 | |
Subsequent Event [Member] | ||
Conversion price | $ .025 | |
Maturity period | 3 months | |
Debt instrument converted principal amount | $ 10,000 | |
Warrants issued | 400,000 | |
Coupon rate | 6.00% | |
Common stock price per share | $ .025 |