Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | XERIANT, INC. | |
Entity Central Index Key | 0001481504 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
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, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 362,387,770 | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Entity File Number | 000-54277 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 27-1519178 | |
Entity Address Address Line 1 | Innovation Centre #1 | |
Entity Address Postal Zip Code | 33431 | |
City Area Code | 561 | |
Local Phone Number | 491-9595 | |
Entity Address Address Line 2 | 3998 FAU Boulevard, Suite 309 | |
Entity Address City Or Town | Boca Raton | |
Entity Address State Or Province | FL | |
Amendment Description | This Form 10-Q/A amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 22, 2021 (the “Form 10-Q”) for the sole purposes of (a) changing the number of shares of common stock outstanding as of November 18, 2021 on the cover page from 322,574,504 to 362,387,770 and (b) deleting the reference to Xeriant Europe on page F-15 in the paragraph with the title “Other Previously Announced Joint Ventures and Letters of Intent” as the discussions between the Company and Xeriant Europe are continuing. The Company considers these changes as correcting typographical errors. No other changes have been made to the Form 10-Q. This Amendment No.1 speaks as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Current assets | ||
Cash | $ 281,847 | $ 962,540 |
Deposits | 12,546 | 12,546 |
Prepaids | 36,088 | 1,234 |
Total current assets | 330,481 | 976,320 |
Operating lease right-of-use asset | 159,387 | 169,209 |
Total assets | 489,868 | 1,145,529 |
Current liabilities | ||
Accounts payable and accrued liabilities | 26,180 | 73,224 |
Accrued liabilities, related party | 27,500 | 25,000 |
Convertible notes payable, net of discount | 139,674 | 158,196 |
Lease liability, current | 44,159 | 42,643 |
Total current liabilities | 237,513 | 299,063 |
Lease liability, long-term | 129,667 | 141,160 |
Total liabilities | 367,180 | 440,223 |
Stockholders' deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 322,574,504 and 292,815,960 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively | $ 3,221 | $ 2,925 |
Common stock to be issued | 1,263,400 | 51,090 |
Additional paid in capital | $ 6,790,885 | $ 4,138,194 |
Accumulated deficit | (6,540,344) | (3,270,235) |
Controlling interest | 1,517,190 | 921,992 |
Non-controlling interest | (1,394,502) | (216,686) |
Total stockholders' deficit | 122,688 | 705,306 |
Total liabilities and stockholders' deficit | 489,868 | 1,145,529 |
Series A Preferred Shares [Member] | ||
Stockholders' deficit | ||
Preferred Stock Value | 8 | 8 |
Series B Preferred Shares [Member] | ||
Stockholders' deficit | ||
Preferred Stock Value | $ 10 | $ 10 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
Stockholders' deficit | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 322,574,504 | 292,815,960 |
Common stock, shares outstanding | 322,574,504 | 292,815,960 |
Preferred stock, shares par value | $ 0.00001 | |
Preferred stock, shares authorized | 100,000,000 | |
Series A Preferred Shares [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 | 784,270 | 788,270 |
Preferred stock, shares outstanding | 784,270 | 788,270 |
Series B Preferred Shares [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 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||
Sales and marketing expense | $ 598,595 | $ 0 |
General and administrative expenses | 1,201,002 | 35,970 |
Professional fees | 29,541 | 20,600 |
Related party consulting fees | 82,500 | 36,500 |
Research and development expense | 2,340,575 | 0 |
Total operating expenses | 4,252,213 | 93,070 |
Operating loss | (4,252,213) | (93,070) |
Other expenses: | ||
Amortization of debt discount | (149,028) | (45,961) |
Financing fees | (43,750) | (45,961) |
Interest expense | (2,389) | (1,087) |
Loss on settlement of debt | (535) | (186,954) |
Total other (expense) | (195,702) | (234,002) |
Net loss attributable: | ||
Non-controlling interest | (1,177,816) | 0 |
Common stockholders | (3,270,099) | 0 |
Net loss | $ (4,447,915) | $ (327,072) |
Net loss per common share - basic and diluted | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 225,497,197 | 118,378,360 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Common Stock To Be Issued | Accumulated Deficit | Preferred stock series A | Preferred Stock Series B | Noncontrolling Interest |
Balance, shares at Jun. 30, 2020 | 69,584,149 | 3,113,637 | |||||||
Balance, amount at Jun. 30, 2020 | $ (31,224) | $ 696 | $ 31 | $ 379,971 | $ 372,397 | $ (784,319) | |||
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 | $ 1,127 | 0 | 371,270 | (372,397) | 0 | |||
Conversion of convertible notes and accrued interest | 51,145 | $ 0 | $ 0 | 0 | 51,145 | 0 | |||
Conversion of Series A Preferred to Common Stock, shares | 39,358,000 | (39,358) | |||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 393 | $ 0 | (393) | 0 | 0 | |||
Relative fair value of warrants issued with convertible debt | 36,407 | 0 | 0 | 36,407 | 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 | $ 40 | 0 | 200,414 | 0 | 0 | |||
Net Loss | (327,073) | $ 0 | $ 0 | 0 | (327,072) | ||||
Balance, shares at Sep. 30, 2020 | 225,880,524 | 3,074,279 | |||||||
Balance, amount at Sep. 30, 2020 | (27,398) | $ 2,256 | $ 31 | 1,030,562 | 51,145 | (1,111,391) | |||
Balance, shares at Jun. 30, 2021 | 292,815,960 | 788,270 | 1,000,000 | ||||||
Balance, amount at Jun. 30, 2021 | 705,306 | $ 2,925 | 4,138,194 | 51,090 | (3,270,235) | $ 8 | $ 10 | $ (216,686) | |
Conversion of convertible notes and accrued interest | 173,070 | $ 106 | 176,054 | (3,090) | 0 | $ 0 | 0 | 0 | |
Conversion of Series A Preferred to Common Stock, shares | 4,000,000 | (4,000) | |||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 40 | (40) | 0 | 0 | $ 0 | 0 | 0 | |
Fair value of beneficial conversion feature associated with convertible debt | $ 250,000 | $ 0 | 250,000 | 0 | 0 | 0 | 0 | 0 | |
Common stock issued for services, shares | 2,825,000 | 2,825,000 | |||||||
Common stock issued for services, amount | $ 541,100 | $ 27 | 449,173 | 91,900 | 0 | 0 | 0 | 0 | |
Net Loss | (4,447,915) | 0 | 0 | (3,270,099) | 0 | 0 | (1,117,816) | ||
Issuance of common stock committed in prior period, amount | 0 | $ 4 | 47,996 | (48,000) | 0 | 0 | 0 | 0 | |
Issuance of common stock committed in prior period, shares | 400,000 | ||||||||
Sale of common stock, shares | 7,500,000 | ||||||||
Sale of common stock, amount | 1,668,500 | $ 75 | 499,925 | 1,168,500 | 0 | 0 | 0 | 0 | |
Shares issued as equity kicker, shares | 250,000 | ||||||||
Shares issued as equity kicker, amount | 43,753 | $ 3 | 43,750 | 0 | 0 | 0 | 0 | 0 | |
Exercise of warrants, shares | 4,185,000 | ||||||||
Exercise of warrants, amount | 128,550 | $ 41 | 125,509 | 3,000 | 0 | 0 | 0 | 0 | |
Conversion of convertible notes and accrued interest, shares | 10,598,544 | ||||||||
Stock option compensation | 1,060,324 | $ 0 | 1,060,324 | 0 | 0 | $ 0 | $ 0 | 0 | |
Balance, shares at Sep. 30, 2021 | 322,574,504 | 784,270 | 1,000,000 | ||||||
Balance, amount at Sep. 30, 2021 | $ 122,688 | $ 3,221 | $ 6,790,885 | $ 1,263,400 | $ (6,540,334) | $ 8 | $ 10 | $ (1,394,502) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (4,447,915) | $ (327,072) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | $ 1,060,324 | 0 |
Stock issued for services | 494,700 | |
Amortization of debt discount | $ 149,028 | 45,961 |
Loss on settlement of debt | 535 | 186,954 |
Operating lease right of use asset | (155) | 262 |
Changes in operating assets & liabilities | ||
Prepaid expenses | (34,850) | 572 |
Accounts payable and accrued expenses | 50,191 | 17,188 |
Net cash used in operating activities | (2,727,742) | (76,135) |
Cash Flows from Financing Activities | ||
Sale of common stock | 1,668,500 | 0 |
Cash from exercise of warrants | 128,549 | 0 |
Proceeds from convertible notes payable | 250,000 | 79,300 |
Net cash provided by financing activities | 2,047,090 | 79,300 |
Increase (Decrease) in Cash | (680,693) | 3,165 |
Cash at beginning of period | 962,540 | 38,893 |
Cash at end of period | 281,847 | 42,058 |
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 | 187,246 | 51,145 |
Warrants issued with convertible notes payable | 117,893 | 36,402 |
Beneficial conversion feature arising from convertible notes payable | $ 171,957 | $ 42,893 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Xeriant, Inc. (“Xeriant” or the “Company”) is an aerospace company dedicated to the emerging aviation market called Advanced Air Mobility (AAM), the transition to eco-friendly, on demand flight, making air transportation more accessible and a greater part of our daily lives. Xeriant is focused on the acquisition, development, and proliferation of next generation hybrid-electric and fully electric aircraft with vertical takeoff and landing (eVTOL) capabilities, performance enhancing aerospace technologies and advanced materials, as well as critical support infrastructure. Xeriant is located at the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport, and trades on OTC Markets under the stock symbol, XERI. The Company was incorporated in Nevada on December 18, 2009. On April 16, 2019, the Company and the members of American Aviation Technologies, LLC (“AAT”) entered into a Share Exchange Agreement (“Agreement”). The agreement, which became effective on September 30, 2019, was pursuant to which the Company acquired 100% of the issued and outstanding membership units in exchange for the issuance of shares of the Company’s Series A Preferred Stock constituting 86.39% of the total voting power of the Company’s capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT became a wholly owned subsidiary of the Company. On June 22, 2020, the name of the Company was changed to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change (XERI). On May 27, 2021, the Company entered into a Joint Venture Agreement with XTI Aircraft Company, to form a new company, called Eco-Aero, LLC, for purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff and landing (eVTOL) fixed wing aircraft. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - 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., American Aviation Technologies, LLC, and Eco-Aero, LLC. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates. 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, 2021 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, 2021 and 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 years ended September 30, 2021 and 2020, the Company has no revenue. Convertible Debentures If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). 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, 2021, the Company recorded a BCF in the amount of $250,000. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") 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 $2,340,575 and $0 for the three months ended September 30, 2021 and 2020, respectively. Advertising, Marketing and Public Relations The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $168,087 and $0 for the three months ended September 30, 2021 and 2020, respectively. These expenses are included within sales in marketing expenses in the statements of operations. Offering Costs Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised. There were no offering costs for the three months ended September 30, 2021 and 2020, respectively. 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. |
JOINT VENTURE
JOINT VENTURE | 3 Months Ended |
Sep. 30, 2021 | |
JOINT VENTURE | |
NOTE 3 - JOINT VENTURE | NOTE 3 - JOINT VENTURE On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form a new company, called Eco-Aero, LLC (the “JV”), a Delaware limited liability company, with the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the JV. The JV is managed by a management committee consisting of five members, three appointed by the Company and two by XTI. The Agreement was effective on June 4, 2021, with an initial deposit of $1 million into the JV. Xeriant’s financial commitment is $10 million, contributed over a period of less than one year, as required by the aircraft development timeline and budget. The Company analyzed the transaction under ASC 810 Consolidation |
CONCENTRATION OF CREDIT RISKS
CONCENTRATION OF CREDIT RISKS | 3 Months Ended |
Sep. 30, 2021 | |
CONCENTRATION OF CREDIT RISKS | |
NOTE 4 - CONCENTRATION OF CREDIT RISKS | NOTE 4 - CONCENTRATION OF CREDIT RISKS The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On September 30, 2021, the Company had $31,847 in excess of FDIC insurance. |
OPERATING LEASE RIGHTOFUSE ASSE
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | 3 Months Ended |
Sep. 30, 2021 | |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | |
NOTE 5 - OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY | NOTE 5 - OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019 through January 1, 2025 in which the first three months of rent were abated. Due to the COVID-19 pandemic, the Company decided to have all employees work from home and intends to build out the office space by the end of 2021 to allow employees to work from the office in January of 2022. The following table illustrates the base rent amounts over the term of the lease: Base Rent Periods Rent February 1, 2020 to October 1, 2020 $ 4,367 November 1, 2020 to October 1, 2021 $ 4,498 November 1, 2021 to October 1, 2022 $ 4,633 November 1, 2021 to October 1, 2022 $ 4,771 November 1, 2023 to October 1, 2024 $ 4,915 November 1, 2024 to January 1, 2025 $ 5,063 Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. At inception the Company paid prepaid rent in the amount of $4,659, which was netted against the operating lease right-of-use asset balance until it was applied in February 2020. Right-of-use asset is summarized below: September 30, 2021 Office lease $ 220,448 Less: accumulated amortization (61,061 ) Right-of-use asset, net $ 159,387 Operating lease liability is summarized below: September 30, 2021 Office lease $ 173,826 Less: current portion (44,160 ) Long term portion 129,667 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2022 $ 44,266 Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 203,971 Present value discount (30,144 ) Lease liability $ 173,826 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Sep. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 6 - CONVERTIBLE NOTES PAYABLE | NOTE 6 - CONVERTIBLE NOTES PAYABLE The carrying value of convertible notes payable, net of discount, as of September 30, 2021 and June 30, 2021 was $139,674 and $158,196, respectively, as summarized below: The following table illustrates the carrying values for the convertible notes payable as of September 30, 2021 and June 30, 2021: September 30, June 30, Convertible Notes Payable 2021 2021 Convertible notes payable issued January 5, 2021 (6% interest) $ - $ 25,000 Convertible notes payable issued January 11, 2021 (6% interest) - 142,550 Convertible notes payable issued August 9, 2021 (6% interest) 100,000 - Convertible notes payable issued August 10, 2021 (6% interest) 150,000 - Total face value 250,000 167,550 Less unamortized discount (110,326 ) (9,354 ) Carrying value $ 139,674 $ 158,196 Between September 27, 2019 and August 10, 2021, the Company issued convertible notes payable with an aggregate face value of $892,300, of which $342,950 were issued by our subsidiary AAT. The notes have a coupon rate of 6% and maturity dates between three and six months. The agreements provided the holder has the option to convert the principal balance and any accrued interest to common stock of the Company. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock. Of the $892,300, $342,950 is convertible at $.0033 per share, $87,000 is convertible at $0.025 per share, $180,550 is convertible at $.03 per share, $31,800 is convertible at $0.003 per share, and the remaining $250,000 is convertible at $.06 per share Between March 27, 2020 and July 11, 2021, holders of the convertible notes converted the $342,950 in principal (the full balance of the AAT Notes) and $10,290 in accrued interest into 107,042,708 shares of common stock. Between November 10, 2020 and July 11, 2021, holders of the convertible notes converted $299,350 in principal and $7,224 in accrued interest into 19,641,327 shares of common stock. During the three months ended September 30, 2021, holders of the convertible notes converted $167,550 in principal and $5,520 in accrued interest into 10,598,544 shares of common stock. The remaining principal balance of the notes as of September 30, 2021 was $250,000. The Company evaluated these notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. In connection with the notes, the Company issued warrants indexed to an aggregate 8,848,333 shares of common stock. The warrants have a term of two years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $156,225. The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $156,225 to the warrants, the remaining $512,906 in proceeds resulted in a beneficial conversion feature recorded in additional paid-in capital. Both the BCF and warrants resulted in a debt discount and are amortized over the life of the note. For the three months ended September 30, 2021 and 2020, the Company recorded $149,028 and $45,961 in amortization of debt discount related to the notes. For the three months ended September 30, 2021 and 2020, the Company recorded $2,391 and $1,087 in interest expense related to the notes, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 7 - RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Convertible notes On August 25, 2020, the Company issued a convertible note payable with a face value of $5,000 with a coupon rate of 6% to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. The note has a maturity date of three months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of $.025 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 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 three months ended September 30, 2021 and 2020, the Company recorded $0 and $1,957 in amortization of debt discount related to the note. For the three months ended September 30,2021 and 2020, the Company recorded $0 and $30 in interest expense related to the note, respectively. On November 25, 2020, Keystone Business Development Partners converted $5,000 in principal and $76 in accrued interest into 203,024 shares of common stock. Consulting fees During the three months ended September 30, 2021 and 2020, the Company recorded $33,000 and $15,500 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. For the three months ended September 30, 2021 and 2020, the Company recorded $24,000 and $13,500 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. During the three months ended September 30, 2021 and 2020, the Company recorded $18,000 and $44,700 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna. During the three months ended September 30, 2021 and 2020, the Company recorded $7,500 and $7,500 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of September 30, 2021 and June 30, 2021, $27,500 and $25,000 was recorded in accrued liabilities related to Keystone Business Development Partners, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies Joint Venture In connection with the Eco-Aero, LLC Joint Venture, discussed in Note 3, the Company is obligated to invest $10,000,000 into the joint venture. Financial Advisory Agreements On August 10, 2021, the Company entered into an Advisory Agreement with a firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments: · to issue 500,000 shares payable at the date of the agreement, 500,000 shares payable three months from the date of the agreement, 500,000 shares payable six months from the date of the agreement. · Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000 · M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000 During the three months ended September 30, 2021, the Company issued the initial 500,000 shares. On August 19, 2021, the Company entered into an Advisory Agreement with a firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments: · Issue 2,225,000 common shares payable at the date of the agreement, and 2,225,000 common shares payable upon an uplisting of the Company’s common stock to a national exchange. · Pay a cash fee of seven percent 7% of the amount of capital raised, invested or committed; and deliver a warrant (the “Agent Warrant”) to purchase shares of the Common Stock equal to seven percent (7%) of the number of shares of Common Stock underlying the securities issued in the Financing. · Pay a cash fee for entering into a transaction including, without limitation, a merger, acquisition or sale of stock or assets equal to one and one half percent (1.5%), or in the event a transaction is consummated with a party that was in communication with the Company prior to the date of this contract, then the fee shall equal one half percent (0.5%). During the three months ended September 30, 2021, the Company issued the initial 2,225,000 shares. Litigation On September 1, 2021, Xeriant Inc. brought a cause of action in the Southern District of Florida against a former shareholder for claims, including but not limited to, breach of contract, misrepresentation, and asserting claims to recoup monetary and in-kind distributions made to the shareholder by the Company. The defendant submitted an affirmative defense and counterclaim on October 29, 2021. Board of Advisor Agreements The Company has entered into advisor agreements with various advisory board members. The agreements provide for the following: On October 27, 2020, the Company agreed to issue 300,000 common shares immediately, 2-year cashless warrants to purchase 300,000 common shares at the current price, and $2,500 per meeting paid 50% in cash and 50% in common shares. On January 18, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On January 22, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On March 7, 2021 the Company paid an advisor $2,500 and issued 50,000 common shares On July 1, 2021, the Company agreed to issue 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, and for each of the following three years (beginning July 1, 2022), an option to purchase an additional 1,000,000 common shares per year thereafter at a 25% discount to the average market price for the preceding 10 trading days. On July 6, 2021, provided an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 250,000 common shares issued upon a strategic partnership with a major airline, $2,500 per formal meeting paid in common shares, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. On July 28, 2021, the Company agreed to issue 250,000 common shares immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service On August 9, 2021, the Company agreed to issue 50,000 common shares, $2,500 per meeting paid in cash, common shares, or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. On August 20, 2021, the Company agreed to issue 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 4,000,000 common shares at $0.12 per share, vesting quarterly over 24 months. Other Previously Announced Joint Ventures and Letters of Intent The Company has announced its intention to enter into certain joint ventures and partnerships over the past 12 months, namely Praga Avia, CoFlow Jet, and TheIncLab. Due to the Company's focus on its joint development with XTI Aircraft Company, and ongoing efforts with Movychem s.r.o., the advancement of these partnerships has been put on hold. The Company anticipates revisiting these opportunities after the completion of a public offering when the Company is fully staffed and adequately financed. |
EQUITY
EQUITY | 3 Months Ended |
Sep. 30, 2021 | |
EQUITY | |
NOTE 9 - EQUITY | NOTE 9 - EQUITY Common Stock During the three months ended September 30, 2021, the Company issued 400,000 shares of common stock related to a subscription agreement from the previous fiscal year, which were previously recorded in common stock to be issued at $48,000. During the three months ended September 30, 2021, the Company sold 2,500,000 shares of common stock for aggregate proceeds of $250,000, or $0.10 per share. During the three months ended September 30, 2021, the Company sold 5,000,000 shares of common stock for aggregate proceeds of $250,000, or $0.05 per share. In connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at $43,750, which has been expensed as a financing costs. During the three months ended September 30, 2021, the Company issued 4,185,000 shares of common stock as a result of warrant exercises in the aggregate proceeds of $125,550. During the three months ended September 30, 2021, the Company issued 4,000,000 shares of common stock in exchange for the conversion of 4,000 shares of Series A Preferred Stock. During the three months ended September 30, 2021, the Company issued 10,598,544 shares of common stock for the conversion of $167,550 in principal and $4,985 in accrued interest. This resulted in a loss on extinguishment of debt in the amount of $535. During the three months ended September 30, 2021, the Company issued 2,825,000 shares of common stock for services, valued at $449,200. Common Stock to be Issued During the three months ended September 30, 2021, the Company sold 4,750,000 shares of common stock for aggregate proceeds of $475,000, or $0.10 per share. As of September 30, 2021, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company sold 6,600,000 shares of common stock for aggregate proceeds of $330,000, or $0.05 per share. As of September 30, 2021, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company sold 12,116,667 shares of common stock for aggregate proceeds of $363,500, or $0.03 per share. As of September 30, 2021, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company issued 400,000 shares of common stock related to a subscription agreement from the previous fiscal year, which were previously recorded in common stock to be issued at $48,000. During the three months ended September 30, 2021, the Company received $3,000 for the exercise of warrants into 120,000 shares of common stock. As of September 30, 2021, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company agreed to pay a consultant 250,000 shares in exchange to $45,500 in services. As of September 30, 2021, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company agreed to issue advisory board members 250,000 shares in exchange for $46,400 in services. 200,000 shares vest on a quarterly basis over one year and 50,000 shares vest completely after a year. As of September 30, 2021, these shares are categorized in common stock to be issued. Series A Preferred Stock There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A Preferred Stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights: · Voting · 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. As of September 30, 2021 and June 30, 2021, the Company has 784,270 and 788,270 shares of Series A Preferred Stock issued and outstanding, respectively. On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to one of the shareholders in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract. During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares. During the three months ended September 30, 2021, the Company issued 4,000,000 shares of common stock in exchange for the conversion of 4,000 shares of Series A Preferred Stock. Series B Preferred Stock On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, does not have any voting rights and no liquidation preference. Stock Options In connection with certain advisory board compensation agreements, the Company issued an aggregate 19,000,000 options at an exercise price of $0.12 per share. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,543,787. The Company recorded compensation expense in the amount of $1,060,324 for these options. As of September 30, 2021, there are 19,000,000 options outstanding, of which 2,375,000 are exercisable. The weighted averaged remaining term is 2.8 years. Significant inputs and results arising from the Black-Scholes process are as follows for the options: Quoted market price on valuation date $0.169 - $0.23 Exercise prices $0.12 Range of expected term 1.56 Years – 2.50 Years Range of market volatility: Range of equivalent volatility 215.35% - 275.73% Range of interest rates 0.20% - 0.47% Warrants As of September 30, 2021 and June 30, 2021, the Company had 4,543,333 and 8,848,333 warrants outstanding, respectively. The warrants were issued in connection with the Convertible Notes (See Note 7). 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. During the three months ended September 30, 2021, holders of warrants exercised warrants for 4,305,000 shares of common stock for aggregate proceeds of $128,550. As of September 30, 2021, the weighted average remaining useful life of the warrants was 1.33. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Sep. 30, 2021 | |
NON-CONTROLLING INTEREST | |
NOTE 10 - NON-CONTROLLING INTEREST | NOTE 10 - NON-CONTROLLING INTEREST AAT membership unit adjustment On May 12, 2021, on further advice of counsel and in good faith, the Company returned 3,600,000 membership units of American Aviation Technologies, LLC to a former shareholder, which was his consideration provided in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. As a result, this former shareholder was restored to his original shareholding position in American Aviation Technologies, LLC. AAT Subsidiary On May 12, 2021, the Company’s position in American Aviation Technologies, LLC was reduced to 64%, and therefore the subsidiary is now classified as majority owned. |
GOING CONCERN MATTERS
GOING CONCERN MATTERS | 3 Months Ended |
Sep. 30, 2021 | |
GOING CONCERN MATTERS | |
NOTE 11 - GOING CONCERN MATTERS | NOTE 11 - GOING CONCERN MATTERS The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2021 and June 30, 2021, the Company had $281,847 and $962,540 in cash and $92,968 and $677,257 in working capital, respectively. For the three months ended September 30, 2021 and 2020, the Company had a net loss of $4,447,915 and $327,072, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 12 - SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS Sale of common stock Subsequent to September 30, 2021, the Company sold 31,466,666 shares of common stock for aggregate proceeds of $1,572,500. Exercise of warrants Subsequent to September 30, 2021, an aggregate 4,308,600 warrants were exercised for $128,500. Conversion of Series A Preferred Stock Subsequent to Sepember 30, 2021, an aggregate of 3,138 shares of Series A Preferred stock were converted into 3,138,000 common share. Convertible notes Effective November 1, 2021 (the “Effective Date”), Xeriant, Inc. (the “ Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Auctus Fund, LLC (the “Fund”) pursuant to which the Company issued to the Fund a Senior Secured Promissory Note (the “Note”) in the principal amount of $6,050,000 secured by the grant of a first priority security interest in the assets of the Company under a Security Agreement (the “Security Agreement”). Pursuant to the Purchase Agreement, the Company also issued to the Fund a warrant (the “Warrant”) to purchase up to 50,968,828 shares of the Company's Common Stock (the “Warrant Shares”). The Purchase Agreement also provides for piggyback registration rights for the shares issuable pursuant to the conversion of the Note and the Warrant Shares. The Note is for a term of 12 months and bears an original issue discount of $907,500. On or after six months from the issue date, the holder has the right to convert all or any portion of the principal amount and any interest, if applicable, into shares of the Company’s Common Stock at a conversion rate equal to the lesser of $0.1187 or 75% of the offering price at which the Company consummates a public offering which results in an immediate listing on a national securities exchange. The right to convert is qualified by customary blocker provisions in the case where the holder would beneficially own in excess of 4.99% of the shares outstanding (the “Blocker Provision”). The conversion rate is subject to adjustment for stock splits, dividends, recapitalizations and similar events, as well as full ratchet protection from dilutive issuances as defined in the Note. The Warrant has a term of five years from the issuance date. The initial exercise price is $0.1187 with the number of Warrant Shares issuable and the exercise price subject to adjustment for stock splits, dividends, recapitalizations and similar events, and full ratchet protection for anti-dilution issuances. The exercise of the Warrants is subject to the Blocker Provision. Maxim Group LLC acted as the exclusive placement agent for the offering. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
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., American Aviation Technologies, LLC, and Eco-Aero, LLC. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates. |
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, 2021 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, 2021 and 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 years ended September 30, 2021 and 2020, the Company has no revenue. |
Convertible Debentures | If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). 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, 2021, the Company recorded a BCF in the amount of $250,000. |
Fair Value of Financial Instruments | Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") 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 $2,340,575 and $0 for the three months ended September 30, 2021 and 2020, respectively. |
Advertising, Marketing and Public Relations | The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $168,087 and $0 for the three months ended September 30, 2021 and 2020, respectively. These expenses are included within sales in marketing expenses in the statements of operations. |
Offering Costs | Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised. There were no offering costs for the three months ended September 30, 2021 and 2020, respectively. |
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 AS_2
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
OPERATING LEASE RIGHTOFUSE 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 Right-of-use assets, net | September 30, 2021 Office lease $ 220,448 Less: accumulated amortization (61,061 ) Right-of-use asset, net $ 159,387 |
Summary of Operating lease liability | September 30, 2021 Office lease $ 173,826 Less: current portion (44,160 ) Long term portion 129,667 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2022 $ 44,266 Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 203,971 Present value discount (30,144 ) Lease liability $ 173,826 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE (Tables) | |
Schedule of convertible notes payable | September 30, June 30, Convertible Notes Payable 2021 2021 Convertible notes payable issued January 5, 2021 (6% interest) $ - $ 25,000 Convertible notes payable issued January 11, 2021 (6% interest) - 142,550 Convertible notes payable issued August 9, 2021 (6% interest) 100,000 - Convertible notes payable issued August 10, 2021 (6% interest) 150,000 - Total face value 250,000 167,550 Less unamortized discount (110,326 ) (9,354 ) Carrying value $ 139,674 $ 158,196 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
EQUITY | |
Summary of significant inputs and results arising from the Black-Scholes Table Text Block | Quoted market price on valuation date $0.169 - $0.23 Exercise prices $0.12 Range of expected term 1.56 Years – 2.50 Years Range of market volatility: Range of equivalent volatility 215.35% - 275.73% Range of interest rates 0.20% - 0.47% |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - Share exchange agreement [Member] | Sep. 30, 2019 |
Equity method investment, ownership interest acquired | 100.00% |
Business combination consideration transferred, series a preferred stock issued | 86.39% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Research and development expenses | $ 2,340,575 | $ 0 |
Advertising and marketing costs | 168,087 | $ 0 |
Debt instrument, convertible, beneficial conversion feature | $ 250,000 | |
Income tax positions percentage description | greater than 50% likely |
JOINT VENTURE (Details Narrativ
JOINT VENTURE (Details Narrative) - Joint Venture [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 04, 2021 | |
Joint venture own percentage rate | 50 percent | |
Initial deposit | $ 1,000,000 | |
Financial commitment contribution | 10,000,000 | |
Obligation to invest into joint venture capital | $ 10,000,000 |
CONCENTRATION OF CREDIT RISKS (
CONCENTRATION OF CREDIT RISKS (Details Narrative) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | |
Cash in excess of FDIC insurance | $ 31,847 |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
February 1, 2020 to October 1, 2020 [Member] | |
Base rent | $ 4,367 |
November 1, 2020 to October 1, 2021 [Member] | |
Base rent | 4,498 |
November 1, 2021 to October 1, 2022 [Member] | |
Base rent | 4,633 |
November 1, 2021 to October 1, 2022 1 [Member] | |
Base rent | 4,771 |
November 1, 2023 to October 1, 2024 [Member] | |
Base rent | 4,915 |
November 1, 2024 to January 1, 2025 [Member] | |
Base rent | $ 5,063 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details 1) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 220,448 | |
Less accumulated amortization | (61,061) | |
Right-of-use assets, net | $ 159,387 | $ 169,209 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details 2) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 173,826 | |
Less: current portion | (44,160) | |
Long term portion | 129,667 | $ 141,160 |
Maturity of the lease liability is as follows: | ||
Fiscal year ending June 30, 2022 | 44,266 | |
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 | 203,971 | |
Present value discount | (30,144) | |
Lease liability | $ 173,826 |
OPERATING LEASE RIGHT-OF-USE _4
OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Borrowing, Interest Rate | 10.00% |
Prepaid rent | $ 4,659 |
Lease Agreement [Member] | |
Capital Leases, Description | 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. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Total face value | $ 250,000 | $ 167,550 |
Less unamortized discount | (110,326) | (9,354) |
Carrying value | 139,674 | 158,196 |
Convertible Notes Payable One [Member] | ||
Total face value | 0 | 25,000 |
Convertible Notes Payable Two [Member] | ||
Total face value | 0 | 142,550 |
Convertible Notes Payable Three [Member] | ||
Total face value | 100,000 | 0 |
Convertible Notes Payable Four [Member] | ||
Total face value | $ 150,000 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Convertible notes payable, net of discount | $ 139,674 | $ 158,196 | |
Debt Instrument, Convertible, Beneficial Conversion Feature remaining | 2,539 | ||
Interest expense, related party | 0 | $ 30 | |
Additional paid in capital | $ 6,790,885 | $ 4,138,194 | |
Warrants [Member] | |||
Term of warrants | 2 years | ||
Exercise price | $ 0.025 | ||
Warrants issued | 8,848,333 | ||
Additional paid in capital | $ 156,225 | ||
Convertible notes payable allocated to warrants | 156,225 | ||
Convertible Notes Payable [Member] | |||
Convertible notes payable, net of discount | 250,000 | ||
Debt instrument converted accrued interest | $ 5,520 | ||
Debt conversion converted instrument, shares issued | 10,598,544 | ||
Debt instrument converted principal amount | $ 167,550 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature remaining | 512,906 | ||
Amortization of debt discount | 149,028 | 45,961 | |
Interest expense, related party | 2,391 | $ 1,087 | |
Convertible Notes Payable [Member] | Between September 27, 2019 and August 10, 2021 [Member] | |||
Convertible notes payable, net of discount | 892,300 | ||
Convertible notes payable, issued by AAT | $ 342,950 | ||
Conversion price, description | Of the $892,300, $342,950 is convertible at $.0033 per share, $87,000 is convertible at $0.025 per share, $180,550 is convertible at $.03 per share, $31,800 is convertible at $0.003 per share, and the remaining $250,000 is convertible at $.06 per share | ||
Term of warrants | 6 months | ||
Interest rate | 6.00% | ||
Convertible Notes Payable [Member] | Between March 27, 2020 and July 11, 2021 [Member] | |||
Debt instrument converted accrued interest | $ 10,290 | ||
Debt conversion converted instrument, shares issued | 107,042,708 | ||
Debt instrument converted principal amount | $ 342,950 | ||
Convertible Notes Payable, Related Party [Member] | November 10, 2020 and July 11, 2021 [Member] | |||
Debt instrument converted accrued interest | $ 7,224 | ||
Debt conversion converted instrument, shares issued | 19,641,327 | ||
Debt instrument converted principal amount | $ 299,350 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 25, 2020 | Aug. 25, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | |
Amortization of debt discount, related party | $ 0 | $ 1,957 | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature remaining | 2,539 | |||||
Interest expense, related party | 0 | $ 30 | ||||
Accrued liability | $ 27,500 | $ 25,000 | ||||
Common stock shares issued | 322,574,504 | 292,815,960 | ||||
Keystone Business Development Partners [Member] | ||||||
Related party consulting fees | $ 7,500 | $ 7,500 | ||||
Accrued liability | 27,500 | $ 25,000 | ||||
Coupon rate | 6.00% | |||||
Price per share | $ 0.025 | |||||
Conversion price | $ 0.025 | |||||
Accrued interest | $ 76 | |||||
Common stock shares issued | 203,024 | |||||
Debt instrument converted principal amount | $ 5,000 | |||||
Principle amount | $ 5,000 | |||||
AMP Web Services [Member] | ||||||
Related party consulting fees | 18,000 | 44,700 | ||||
Ancient Investments, LLC [Member] | ||||||
Related party consulting fees | 33,000 | 15,500 | ||||
Edward DeFeudis, a Director of the Company [Member] | ||||||
Related party consulting fees | $ 24,000 | $ 13,500 | ||||
Warrants [Member] | ||||||
Common stock shares issued | 200,000 | |||||
Term of warrants | 2 years | |||||
Exercise price | $ 0.025 | |||||
Additional paid in capital under fair value | $ 2,461 | |||||
Allocation of warrants | $ 2,461 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||
Aug. 19, 2021 | Aug. 09, 2021 | Jul. 28, 2021 | Jul. 06, 2021 | Mar. 07, 2021 | Jan. 22, 2021 | Jan. 18, 2021 | Oct. 27, 2020 | Nov. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Common shares cash amount paid per meeting | $ 1,668,500 | $ 0 | |||||||||
Financial Advisory Agreements [Member] | |||||||||||
Stock issued during period shares new issues | 500,000 | ||||||||||
M&A fee description | M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000 | ||||||||||
Issued shares payable | 500,000 | 500,000 | |||||||||
Financing fee description | Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000 | ||||||||||
Financial Advisory Agreements One [Member] | |||||||||||
Stock issued during period shares new issues | 2,225,000 | ||||||||||
Cash fee percent of amount capital raised | 7.00% | ||||||||||
Issue common shares payable | 2,225,000 | 2,225,000 | |||||||||
Advisory Board [Member] | |||||||||||
Common shares cash amount paid per meeting | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | ||||
Additional bonus paid common shares issued for service | $ 25,000 | $ 25,000 | |||||||||
Warrants option to purchase common shares | 5,000,000 | 5,000,000 | 25,000 | 25,000 | 300,000 | ||||||
Common stock shares issued/sold, price per share | $ 0.12 | $ 0.12 | |||||||||
Stock issued during period shares new issues | 50,000 | 250,000 | 50,000 | 50,000 | 50,000 | 300,000 | |||||
Common shares issued opon a strategic bonus | 5,000,000 | 250,000 | |||||||||
Advisory Board [Member] | July 1, 2020 [Member] | |||||||||||
Average market price | 25.00% | ||||||||||
Common shares cash amount paid per meeting | $ 2,500 | ||||||||||
Additional bonus paid common shares issued for service | $ 25,000 | ||||||||||
Warrants option to purchase common shares | 4,000,000 | ||||||||||
Common stock shares issued/sold, price per share | $ 0.12 | ||||||||||
Stock issued during period shares new issues | 100,000 |
EQUITY (Details)
EQUITY (Details) - Stock Option [Member] | 3 Months Ended |
Sep. 30, 2021$ / shares | |
Exercise price | $ 0.12 |
Minimum [Member] | |
Quoted market price on valuation date | $ 0.169 |
Range of expected term | 1 year 6 months 21 days |
Range of interest rate | 0.20% |
Range of equivalent volatility | 215.35% |
Maximum [Member] | |
Quoted market price on valuation date | $ 0.23 |
Range of expected term | 2 years 6 months |
Range of interest rate | 0.47% |
Range of equivalent volatility | 275.73% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 15, 2021 | |
Common stock issued upon exercise of warrant | 4,185,000 | ||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | ||||
Stock issued during period, shares, issued for services | 2,825,000 | ||||
Common stock, shares issued in exchange for services | 250,000 | ||||
Common stock, shares issued in exchange for services, value | $ 46,400 | ||||
Stock options issued | 19,000,000 | ||||
Stock options, exercisable | 2,375,000 | ||||
Stock options, weighted average remaining term | 2 years 9 months 18 days | ||||
Conversion of Stock in Principle amount | $ 167,550 | ||||
Conversion of Stock in accured interest | 4,985 | ||||
Stock issued during period, value, issued for services | 541,100 | $ 200,454 | |||
Loss on settlement in debt | $ (535) | (186,954) | |||
Common stock issued for prior period conversions of principal and interest | 10,598,544 | ||||
Preferred stock, shares par value | $ 0.00001 | ||||
Preferred stock, shares authorized | 100,000,000 | ||||
Common shares issued during period, value | $ 1,668,500 | $ 0 | |||
Series A Preferred Shares [Member] | |||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, shares rescinded | 1,760,000 | 990,000 | |||
Common shares issued upon conversion | 4,000,000 | ||||
Preferred stock, shares designated | 3,500,000 | 3,500,000 | |||
Preferred stock, shares outstanding | 784,270 | 788,270 | |||
Preferred stock, shares issued | 784,270 | 788,270 | |||
Preferred stock converted into common shares | 4,000 | ||||
Series B Preferred Shares [Member] | |||||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, shares designated | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Tranche One [Member] | |||||
Common shares issued during period, shares | 2,500,000 | ||||
Common shares issued during period, value | $ 250,000 | ||||
Price per share | $ 0.10 | ||||
Tranche Two [Member] | |||||
Common shares issued during period, shares | 5,000,000 | ||||
Common shares issued during period, value | $ 250,000 | ||||
Price per share | $ 0.05 | ||||
Subscription Agreement [Member] | |||||
Common shares issued during period, shares | 400,000 | ||||
Common shares issued during period, value | $ 48,000 | ||||
Shares issued as an equity kicker, shares | 250,000 | ||||
Shares issued as an equity kicker, value | $ 43,750 | ||||
Warrants [Member] | |||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | ||||
Number of warrants Outstanding | 4,543,333 | 8,848,333 | |||
Warrant term | 2 years | ||||
Warrant exercise price | $ 0.025 | ||||
Aggregate relative fair value | $ 156,225 | ||||
Number of warrants exercised | 4,305,000 | ||||
Wighted average remaining useful life of warrants | 1 year 3 months 29 days | ||||
Common Stock To Be Issued [Member] | |||||
Common stock issued upon exercise of warrant | 120,000 | ||||
Aggregate gross proceeds on exercise of warrant | $ 3,000 | ||||
Stock issued during period, shares, issued for services | 250,000 | ||||
Stock issued during period, value, issued for services | $ 45,500 | ||||
Common Stock To Be Issued [Member] | Tranche One [Member] | |||||
Common shares issued during period, shares | 4,750,000 | ||||
Common shares issued during period, value | $ 475,000 | ||||
Price per share | $ 0.10 | ||||
Common Stock To Be Issued [Member] | Tanche Two [Member] | |||||
Common shares issued during period, shares | 6,600,000 | ||||
Common shares issued during period, value | $ 330,000 | ||||
Price per share | $ 0.05 | ||||
Common Stock To Be Issued [Member] | Tanche Three [Member] | |||||
Common shares issued during period, shares | 12,116,667 | ||||
Common shares issued during period, value | $ 363,500 | ||||
Price per share | $ 0.03 | ||||
Common Stock To Be Issued [Member] | Subscription Agreement [Member] | |||||
Common shares issued during period, shares | 400,000 | ||||
Common shares issued during period, value | $ 48,000 | ||||
Advisory board members | |||||
Common stock, shares issued for services | 2,825,000 | ||||
Common stock, shares issued for services, value | $ 449,200 | ||||
Common stock, shares vested on a quarterly basis over one year | 200,000 | ||||
Common stock, shares vested completely after a year | 50,000 | ||||
American Aviation Technologies, LLC [Member] | |||||
Preferred stock, shares rescinded | 1,250,001 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - American Aviation Technologies, LLC [Member] | May 12, 2021shares |
Ownership reduced, percentage | 64.00% |
Membership units returned to related party | 3,600,000 |
GOING CONCERN MATTERS (Details
GOING CONCERN MATTERS (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
GOING CONCERN MATTERS | |||
Cash | $ 281,847 | $ 962,540 | |
Working capital deficit | 92,968 | $ 677,257 | |
Net loss | $ (4,483,340) | $ (327,072) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Nov. 01, 2021 | |
Shares sold | 31,466,666 | ||
Proceeds from issuance of common stocks | $ 1,572,500 | ||
Exercised warrants | $ 128,550 | ||
Warrants issued during period | 4,308,600 | ||
Series A Preferred Stock [Member] | |||
Preferred stock issued | 3,138 | ||
Preferred stock converted into common shares | 3,138,000 | ||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||
Principal amount of note issued | $ 6,050,000 | ||
Warrant Shares issued | 50,968,828 | ||
Note term | 12 years | ||
Original issue discount | $ 907,500 | ||
Debt conversion, description | On or after six months from the issue date, the holder has the right to convert all or any portion of the principal amount and any interest, if applicable, into shares of the Company’s Common Stock at a conversion rate equal to the lesser of $0.1187 or 75% of the offering price at which the Company consummates a public offering which results in an immediate listing on a national securities exchange. | ||
Conversion price | $ 0.1187 | ||
Interest rate | 4.99% |