☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2021
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.
Commission File Number: 000-54277
XERIANT, INC.
(Exact name of registrant as specified in its charter).
Nevada
27-1519178
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Innovation Centre #1
3998 FAU Boulevard, Suite 309
Boca Raton, Florida
33431
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (561) 491-9595
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of exchange
on which registered
N/A
N/A
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 13(a) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 17, 2021, the Registrant had outstanding 287,807,041 shares of common stock.
This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 793,279 and 3,113,638 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively
8
31
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 283,875,576 and 69,584,149 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively
2,836
696
Common stock to be issued
298,000
372,397
Additional paid in capital
3,757,847
379,971
Accumulated deficit
(2,639,183
)
(784,319
)
Total stockholders' deficit
1,419,508
(31,224
)
Total liabilities and stockholders' deficit
$
1,761,703
$
258,897
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Xeriant, Inc. (“Xeriant”) is a holding and operating company focused on acquiring, developing and commercializing revolutionary, eco-friendly technologies and advanced materials, with applications in aerospace, including innovative aircraft concepts, namely those capable of vertical takeoff and landing (VTOL). The Company is pursuing an active role in the “third wave of aeronautics,” which includes the electrification of aerial transport, advancements in structural design, propulsion systems, materials, sensors, artificial intelligence (AI), batteries, high-speed connectivity, and the development and integration of specialized aircraft with greatly reduced logistical footprints as well as the infrastructure needed to facilitate these aircraft. Xeriant is located at the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport, and trades on OTC Markets under the stock symbol, XERI.
The Company was incorporated in Nevada on December 18, 2009.
On April 16, 2019, Xeriant 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 September 30, 2019, the acquisition of AAT closed and AAT became a wholly owned subsidiary of Xeriant.
On June 22, 2020, the name of the Company was changed to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change.
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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 March 31, 2021 and June 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 March 31, 2021 and June 30, 2020 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 nine months ended March 31, 2021 and 2020, 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 nine months ended March 31, 2021, the Company recorded a BCF in the amount of $171,958.
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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 nine months ended March 31, 2021 and 2020, respectively.
Advertising, Marketing and Public Relations
The Company expenses advertising and marketing costs as they are incurred. There were no advertising costs during the nine months ended March 31, 2021 and 2020.
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 nine months ended March 31, 2021 and 2020.
The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017.
In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement.
The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The Company entered into a new lease agreement commencing on November 1, 2019 and implemented this guidance on November 1, 2019.
In August 2016, 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on August 6, 2018. The adoption of this standard did not have a material impact on the financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – DEPOSIT ON JOINT VENTURE
On January 8, 2021, the Company entered into a binding memorandum of understanding with Xeriant Europe s.r.o. for a joint venture (“JV”). The Company paid a total of $62,000 in deposits to Xeriant Europe in February and March of 2021 for patent related fees. The purpose of the JV with Xeriant Europe is to generate revenue by sourcing and accelerating breakthrough technologies, primarily from Central Europe, that can be commercialized and introduced to new markets, such as the United States. As of March 31, 2021, the joint venture agreement had not been finalized.
NOTE 4 – CONCENTRATION OF CREDIT RISKS
The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. At March 31, 2021, the Company had $1,256,566 in excess of FDIC insurance.
The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019 through January 1, 2025 in which the first three months of rent were abated. The following table illustrates the base rent amounts over the term of the lease:
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.
On April 16, 2019, Xeriant, Inc., and the members of American Aviation Technologies, LLC (“AAT”) entered into a Share Exchange Agreement (“Agreement”). The agreement, which became effective on September 30, 2019, was pursuant to which the Company acquired 100% of the issued and outstanding membership units in exchange for the issuance of shares of the Company’s Series A Preferred Stock constituting 86.39% of the total voting power of the Company’s capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT became a wholly owned subsidiary of the Company.
On September 30, 2019 just prior to the exchange, Xeriant issued 170,000 shares of preferred stock as compensation and 193,637 shares of preferred stock in satisfaction of $2,608,224 in liabilities.
NOTE 7 – CONVERTIBLE NOTES PAYABLE
The carrying values of convertible notes payable, net of discount, as of March 31, 2021 and June 30, 2020 was $102,920 and $32,734, respectively, as summarized below.
March 31,
June 30,
Convertible Notes Payable
2021
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
Convertible notes payable issued May 11, 2020 (6% interest)
-
1,500
Convertible notes payable issued December 2, 2020 (6% interest)
3,000
-
Convertible notes payable issued January 4, 2021 (6% interest)
20,000
8,000
Convertible notes payable issued January 5, 2021 (6% interest)
25,000
8,000
Convertible notes payable issued January 11, 2021 (6% interest)
142,550
8,000
Convertible notes payable issued January 19, 2021 (6% interest)
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 Xeriant (the “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 November 10, 2020, holders of the convertible notes converted $344,450 in principal and $10,336 in accrued interest into 107,510,927 shares of common stock.
Notes issued between August 10, 2020 and January 19, 2021
Between August 10, 2020 and January 19, 2021, the Company issued convertible notes payable with an aggregate face value of $284,550 with a coupon rate of 6%. The notes have a maturity date of three and six months. The agreements provided the holder has the option to convert the principal balance and any accrued interest to common stock of the Company. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock. Of the $284,550, $87,000 is convertible at $0.025 per share, $180,550 is convertible at $.03 per share, and the remaining $17,000 is convertible at $0.003 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 8,498,333 shares of common stock. The warrants have a term of two years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $156,225.
The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $156,225 to the warrants, the remaining $169,956 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 nine months ended March 31, 2021 and 2020, the Company recorded $220,636 and $285,804 in amortization of debt discount related to the notes. For the nine months ended March 31, 2021 and 2020, the Company recorded $4,933 and $3,979 in interest expense related to the notes, respectively.
During the nine months ended March 31, 2021, 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, $66,000 for consulting services.
During the nine months ended March 31, 2021, the Company paid AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna, $32,500 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 March 31, 2021, $4,500 is due for March services and recorded in accrued liabilities, as a related party.
During the nine months ended March 31, 2021, the Company owed $22,500 to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. Of the amount owed, $22,500 is recorded in accrued liabilities, related party and the remaining $7,500 is recorded in accounts payable.
Convertible notes
On August 25, 2020, the Company issued a convertible note payable with a face value of $5,000 with a coupon rate of 6% to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. The note has a maturity date of three months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of $.025 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 note was converted into 203,025 common shares on November 25, 2020, which were issued on February 8, 2021.
The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification.
In connection with the note, the Company issued warrants indexed to an aggregate 200,000 shares of common stock. The warrants have a term of two years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their relative fair value of $2,461.
The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $2,461 to the warrants, the remaining $2,539 in proceeds resulted in a beneficial conversion feature recorded in additional paid-in capital. Both the BCF and warrants resulted in a debt discount and are amortized over the life of the note.
For the nine months ended March 31, 2021, the Company recorded $5,000 in amortization of debt discount related to the note. For the nine months ended March 31, 2021, the Company recorded $76 in interest expense related to the note.
On November 25, 2020, Keystone Business Development Partners converted $5,000 in principal and $76 in accrued interest into 203,024 shares of common stock.
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2021, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
NOTE 10 – EQUITY
Common Stock
During the nine months ended March 31, 2021, the Company issued 112,847,466 shares of common stock for the conversion of $359,300 in principal and $13,097 in accrued interest.
During the nine months ended March 31, 2021, the Company issued 24,153,385 shares of common stock for the conversion of $150,450 in principal and $3,260 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 nine months ended March 31, 2021, certain holders of preferred stock converted 39,358 shares into 39,358,000 shares of common stock.
On October 30, 2020, the Company issued 300,000 shares of common stock to an advisory board member for services. The shares were valued at $13,200 or $0.044 per share.
On November 17, 2020, the Company sold 1,700,000 shares of common for $25,500, or $0.015 per share.
On November 24, 2020, the Company sold 1,700,000 shares of common for $25,500, or $0.015 per share.
On December 1, 2020, the Company issued 2,000,000 shares of common stock for investment relation services valued at $100,000, or $0.05 per share.
On December 1, 2020, the Company issued 18,000,000 shares of common stock for investment relation services valued at $900,000, or $0.05 per share.
On January 29, 2021, the Company issued 50,000 shares of common stock to an advisory board member for services. The shares were valued at $25,500 or $0.51 per share.
On March 22, 2021, the Company issued 50,000 shares of common stock to an advisory board member for services. The shares were valued at $13,800 or $0.28 per share.
On March 22, 2021, the Company issued 50,000 shares of common stock to an advisory board member for services. The shares were valued at $22,750 or $0.46 per share.
On March 22, 2021, the Company issued 9,991,667 shares for $1,199,000, or $0.12 per share.
There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A Preferred Stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights:
·
Voting: The preferred shares shall be entitled to 100 votes to every one share of common stock.
·
Dividends: The Series A Preferred Stockholders are treated the same as the Common Stock holders except at the dividend on each share of Series A Convertible Preferred Stock is equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.
·
Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis.
·
The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable.
During the nine months ended March 31, 2021, certain holders of preferred stock converted 39,358 shares into 39,358,000 shares of common stock.
As of March 31, 2021 and June 30, 2020, the Company has 793,279 and 3,113,638 shares of Series A Preferred Stock issued and outstanding, respectively.
On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to key man, Russell Randall, in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract.
During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares.
On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada.
On March 27, 2021, Spider Investments, LLC returned 41,000 Series A Preferred Shares to the treasury of the Company.
NOTE 11 – GOING CONCERN MATTERS
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2021 and June 30, 2020, the Company had $1,506,566 and $38,893 in cash and $1,393,092 in working capital and $53,532 in negative working capital, respectively. For the nine months ended March 31, 2021 and 2020, the Company had a net loss of $1,854,864 and $334,443, 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.
On April 1, 2021, the Company issued 2,083,334 shares for $250,000, or $0.12 per share. The $250,000 proceeds were received in March 2021.
On April 26, 2021, the Company issued 1,014,798 shares of common stock for the conversion of $30,000 in principal and $443 in accrued interest.
AAT membership unit adjustment
On May 12, 2021, on further advice of counsel and in good faith, the Company returned 3,600,000 membership units of American Aviation Technologies, LLC to Russell Randall, which was his consideration provided in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. As a result, Mr. Randall was restored to his original shareholding position in American Aviation Technologies, LLC.
AAT Subsidiary
On May 12, 2021, the Company’s position in American Aviation Technologies, LLC was reduced to 64%, and therefore the subsidiary is now classified as majority owned.
Subscription agreement
On April 3, 2021, the Company entered into a subscription agreement for the sale of 833,333 shares for $100,000 or $0.12 per share.
Trademark filings
On May 5, 2021, Xeriant filed trademark applications with the U.S. Patent and Trademark Office under four services classes for each application, including the name “Xeriant,” the Xeriant Aerospace logo, and the tag line “Innovation Soaring.” On May 13, 2021, Xeriant filed trademark applications for the expressions “Evolution in Flight” and “Evolution of Flight” under the same classes for each application.
Employment agreement
On May 12, 2021, the Company executed an employment agreement with Keith Duffy to act as the Chief Executive Officer of the Company and AAT, with an annual base salary of $180,000 (subject to increases at the discretion of the Board of Directors) and the issuance of 1,000,000 Series B Preferred Shares. The Agreement provided that the term thereof commenced on May 12, 2021 and will end on December 31, 2022.
Directors
On May 12, 2021, the Company appointed Scott Duffy as director to fill a vacancy on the Board of Directors.
On May 14, 2021, the Company appointed Michael Harper and Lisa Ruth as directors to fill two additional vacancies on the Board of Directors.
The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.
This section of the report should be read together with Footnotes of the Company audited financials for the year ended June 30, 2020. The unaudited statements of operations for the nine months ended March 31, 2021 and 2020 are compared in the sections below.
Brief Corporate History
Xeriant, Inc. 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 incorporated in Nevada on December 18, 2009. On April 16, 2019, Xeriant 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 September 30, 2019, the acquisition of AAT closed and AAT became a wholly owned subsidiary of Xeriant, Inc.
Effective June 22, 2020 the Company changed its name to Xeriant, Inc. and the name and symbol change were approved by FINRA effective July 30, 2020.
Recent Developments
Exchange Agreement
On April 16, 2019, Xeriant, Inc. and the members of American Aviation Technologies, LLC (“AAT”) entered into a Share Exchange Agreement (the “Agreement”). AAT, a Florida limited liability company, is an aircraft design and development company dedicated to advancing aeronautical safety and performance through new and innovative concepts. The agreement, which became effective on September 30, 2019, was pursuant to which Xeriant acquired 100% of the issued and outstanding membership units in exchange for the issuance of Xeriant Series A Preferred Stock constituting 86.39% of the total voting power of Xeriant capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT became a wholly owned subsidiary of Xeriant.
The Exchange Agreement was subject to the satisfaction of certain conditions as set forth in the Exchange Agreement.
Between February 11 and March 19, 2021, the Company was engaged in discussions with former members of American Aviation Technologies, LLC (“AAT”) regarding the breach by such members of material provisions of the Share Exchange Agreement dated September 30, 2019 pursuant to which the Company acquired AAT. As a result of these negotiations and the acknowledgement by certain former members of such breach, such members agreed to return an aggregate of 1,250,001 Series A Preferred Shares to the treasury of the Company. Additionally, the Company canceled 990,000 Series A Preferred Shares allocated to Russell Randall, a former member of AAT.
Three months ended March 31, 2021 compared to the three months ended March 31, 2020
For the three months ended
March 31,
2021
March 31,
2020
$
%
Operating expenses:
General and administrative expenses
$
141,897
$
73,409
$
68,488
93
%
Professional fees
32,160
48,250
(16,090
)
-33
%
Related party consulting fees
54,500
-
54,500
100
%
Research and development expense
-
-
-
100
%
Total operating expenses
228,557
121,659
106,898
88
%
Loss from operations
(228,557
)
(121,659
)
(106,898
)
88
%
Other income (expense):
Amortization of debt discount
(103,225
)
(152,423
)
49,198
100
%
Amortization of debt discount, related party
-
(12,977
)
12,977
200
%
Interest expense
(2,661
)
(4,545
)
1,884
-41
%
Interest expense, related parties
-
(1,356
)
1,356
-100
%
Total other income (expense)
(105,886
)
(171,301
)
65,415
-38
%
Net loss
$
(334,443
)
$
(292,960
)
$
(41,483
)
14
%
General and Administrative Expenses
Total general and administrative expenses were $141,897 for the three months ended March 31, 2021 compared to $73,409 for the three months ended March 31, 2020. The increase of $68,488 primarily relates to additional Company costs such as insurance expenses, advisory board fees and corporate listing expenses.
Professional Fees
Total professional fees were $32,160 for the three months ended March 31, 2021 compared to $48,250 for the three months ended March 31, 2020. The decrease of $16,090 primarily is due to additional accounting expenses incurred in the period ended March 31, 2020 related to the filing of delinquent SEC reports.
Related Party Consulting Fees
Total related party consulting fees were $54,500 for the three months ended March 31, 2021 compared to $0 for the three months ended March 31, 2020. The increase of $54,500 was because fees incurred by related parties did not begin until the quarter ended June 30, 2020.
Other Expenses
Total other expenses were $105,886 for the three months ended March 31, 2021 compared to $171,301 for the three months ended March 31, 2020. Total other expenses consist of interest expense on debt and amortization of debt. The decrease of $65,415 was related to due to higher amortization of debt discount in the prior period.
Net loss
Total net loss was $334,443 for the three months ended March 31, 2021 compared to $292,960 for the three months ended March 31, 2020. The increase of $41,483 was primarily due to related party consulting fees and higher General and administrative expenses.
Nine months ended March 31, 2021 compared to the nine months ended March 31, 2020
For the nine months ended
March 31,
2021
March 31,
2020
$
%
Operating expenses:
Sales and marketing expense
$
1,000,000
$
-
$
1,000,000
100
%
General and administrative expenses
242,445
141,945
100,500
71
%
Professional fees
67,397
114,668
(47,271
)
-41
%
Related party consulting fees
132,500
-
132,500
100
%
Research and development expense
-
6,339
(6,339
)
-100
%
Total operating expenses
1,442,342
262,952
1,179,390
130
%
Loss from operations
(1,442,342
)
(262,952
)
(1,179,390
)
449
%
Other income (expense):
Amortization of debt discount
(215,635
)
(286,375
)
70,740
100
%
Amortization of debt discount, related party
(5,000
)
(27,242
)
22,242
200
%
Interest expense
(4,857
)
(8,609
)
3,752
-44
%
Interest expense, related parties
(76
)
(3,979
)
3,903
-98
%
Loss on settlement of debt
(186,954
)
-
(186,954
)
100
%
Total other income (expense)
(412,522
)
(326,205
)
(86,317
)
26
%
Net loss
$
(1,854,864
)
$
(589,157
)
$
(1,265,707
)
215
%
Sales and Marketing Expense
Sales and marketing expense was $1,000,000 for the nine months ended March 31, 2021 compared to $0 for the nine months ended March 31, 2020. During the nine months ended March 31, 2021, the Company issued 20,000,000 shares valued at $1,000,000 for investor relation services.
General and Administrative Expenses
Total general and administrative expenses were $242,445 for the nine months ended March 31, 2021 compared to $141,945 for the nine months ended March 31, 2020. The increase of $100,500 primarily relates to additional Company costs such as insurance expenses, advisory board fees and corporate listing expenses.
Professional Fees
Total professional fees were $67,397 for the nine months ended March 31, 2021 compared to $114,668 for the nine months ended March 31, 2020. The decrease of $47,271 is due to additional accounting expenses incurred in the period ended March 31, 2020 related to the filing of delinquent SEC reports as well as engineering and legal fees.
Total related party consulting fees were $132,500 for the nine months ended March 31, 2021 compared to $0 for the nine months ended March 31, 2020. The increase of $132,500 was because fees incurred by related parties didn’t begin until the quarter ended March 31, 2020.
Research and Development Expenses
Total research and development expenses were $0 for the nine months ended March 31, 2021 compared to $6,339 for the nine months ended March 31, 2020. The decrease of 100% was due to the fact there were no research and development projects in the current period.
Other Expenses
Total other expenses were $412,522 for the nine months ended March 31, 2021 compared to $326,205 for the nine months ended March 31, 2020. Total other expenses consist of interest expense on debt, amortization of debt and loss on settlement of debt. The increase of $86,317 was primarily related a loss on settlement of debt.
Net loss
Total net loss was $1,854,864 for the nine months ended March 31, 2021 compared to $589,157 for the nine months ended March 31, 2020. The increase of $1,265,707 was primarily due to related party consulting fees, higher general and administrative expenses and shares issued for investor relations.
Operating Activities
Cash used in operations of $370,177 during the nine months ended March 31, 2021 was primarily a result of our $1,854,864 net loss reconciled with our net non-cash expenses relating to stock compensation, amortization of debt discount, loss on settlement of debt, and our changes in operating assets and liabilities relating to prepaid expenses and accounts payable and accrued liabilities. Cash used in operations of $237,674 during the nine months ended March 31, 2020 was primarily a result of our $589,157 net loss reconciled with our net non-cash expenses relating to amortization of debt discount and our changes in operating assets and liabilities relating to accounts payable and accrued liabilities.
Financing Activities
Net cash provided by financing activities for the nine months ended March 31, 2021 was $1,837,850, which consisted of proceeds from the sale of common stock of $1,548,000 and issuance of convertible debt of $289,850. Net cash provided by financing activities for the nine months ended March 31, 2020 was $372,950, which consisted of proceeds from the issuance of convertible debt in the amount of $339,950 and from the issuance of convertible debt, related party in the amount of $33,000.
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2021 and June 30, 2020, the Company had $1,506,566 and $38,893 in cash and $1,393,092 in working capital and $53,532 in negative working capital, respectively. For the nine months ended March 31, 2021 and 2020, the Company had a net loss of $1,854,864 and $334,443, 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.
Commitments for Capital Expenditures
To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. We have had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire and develop breakthrough technologies or business interests in those companies that have developed these technologies. We are in the process of issuing an offering document to obtain the funding for certain acquisitions that are in the discussion stages. There is no assurance that the Company will be able to obtain such funding and/or working capital. To the extent that funding is not available, the Company will be required to scale back or discontinue its business plan. Even if the Company is able to obtain financing, it may contain undue restrictions of the Company’s operations, or there may be substantial dilution for our shareholders in the case of equity financing or convertible debt financing.
Off Balance Sheet Items
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At March 31, 2021, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Keith Duffy our Chief Executive Officer and Brian Carey our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at March 31, 2021, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting discussed directly below.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our Annual Report on Form 10-K.
In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XERIANT, INC.
Date: May 24, 2021
By:
/s/ Keith Duffy
Keith Duffy
Chief Executive Officer
(Principal Executive)
Date: May 24, 2021
By:
/s/ Brian Carey
Brian Carey
Chief Financial Officer
13
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