Cover
Cover | 3 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | XERIANT, INC. |
Entity Central Index Key | 0001481504 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 27-1519178 |
Entity Address Address Line 1 | Innovation Centre 1 |
Entity Address Address Line 2 | 3998 FAU Boulevard |
Entity Address Address Line 3 | Suite 309 |
Entity Address City Or Town | Boca Raton |
Entity Address State Or Province | FL |
Entity Address Postal Zip Code | 33431 |
City Area Code | 561 |
Local Phone Number | 491-9595 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Cash | $ 498,039 | $ 1,065,945 | $ 962,540 |
Asset | |||
Deposits | 12,546 | 12,546 | 13,780 |
Current assets | |||
Investment in Movychem JV | 107,007 | 57,678 | 0 |
Prepaids | 8,231 | 756 | |
Total current assets | 625,823 | 1,136,925 | 976,320 |
Property & equipment, net | 6,641 | 4,409 | |
Operating lease right-of-use asset | 117,437 | 128,342 | |
Operating lease right-of-use asset | 128,342 | 169,209 | |
Total assets | 749,901 | 1,269,676 | 1,145,529 |
Accounts payable and accrued liabilities | 69,697 | 56,836 | |
Accrued liabilities, related party | $ 32,000 | $ 22,000 | |
Shares to be issued | 75,200 | 75,200 | |
Convertible notes payable, net of discount | $ 5,950,000 | $ 3,936,185 | 158,196 |
Lease liability, current | 50,647 | 48,963 | 42,643 |
Total current liabilities | 6,177,544 | 4,139,184 | 299,063 |
Lease liability, long-term | 79,020 | 92,197 | 141,160 |
Total liabilities | 6,256,564 | 4,231,381 | 440,223 |
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 365,696,144 and 365,239,001 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively | 3,657 | 3,652 | 2,928 |
Common stock to be issued | 51,950 | 51,950 | 51,090 |
Additional paid in capital | 18,624,349 | 16,351,791 | 4,138,191 |
Accumulated deficit | (21,381,601) | (16,571,505) | (3,270,235) |
Total stockholder's deficit | (2,701,627) | (164,094) | 921,992 |
Non-controlling interest | (2,805,036) | (2,797,611) | (216,686) |
Total stockholders' deficit | (5,506,663) | (2,961,705) | 705,306 |
Total liabilities and stockholders' deficit | 749,901 | 1,269,676 | 1,145,529 |
Current liabilities | |||
Accounts payable and accrued liabilities | 56,836 | 73,224 | |
Accrued liabilities, related party | 22,000 | 25,000 | |
Shares to be issued | 75,200 | ||
Series A, Preferred Stock | |||
Current assets | |||
Total stockholders' deficit | 8 | 8 | |
Stockholders' deficit | |||
Preferred stock, value | 8 | 8 | |
Series B, Preferred Stock | |||
Current assets | |||
Total stockholders' deficit | 10 | 10 | |
Stockholders' deficit | |||
Preferred stock, value | $ 10 | 10 | |
Series A Preferred Stock [Member] | |||
Stockholders' deficit | |||
Preferred stock, value | 8 | 8 | |
Series B, Preferred Stock | |||
Stockholders' deficit | |||
Preferred stock, value | $ 10 | $ 10 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Stockholders' deficit | |||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 365,696,144 | 365,239,001 | 292,815,960 |
Common stock, shares outstanding | 365,696,144 | 364,239,001 | 292,815,960 |
Series A Preferred Shares [Member] | |||
Stockholders' deficit | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares designated | 3,500,000 | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 780,132 | 781,132 | 788,270 |
Preferred stock, shares outstanding | 780,132 | 781,132 | 788,270 |
Series B Preferred Shares [Member] | |||
Stockholders' deficit | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
General and administrative expenses | $ 545,569 | $ 1,201,002 | $ 4,216,613 | $ 368,296 |
Operating expenses: | ||||
Professional fees | 90,060 | 29,541 | 444,012 | 190,693 |
Advertising and marketing expense | 651,567 | 1,047,120 | ||
Related party consulting fees | 94,000 | 82,500 | 432,425 | 220,000 |
Research and development expense | 0 | 2,340,575 | 5,267,581 | 373,112 |
Sales and marketing expense | 6,356 | 598,595 | ||
Total operating expenses | 735,985 | 4,252,213 | 11,012,198 | 2,199,221 |
Loss from operations | (735,985) | (4,252,213) | (11,012,198) | (2,199,221) |
Other expenses: | ||||
Amortization of debt discount | (461,842) | (149,028) | (4,629,089) | (303,942) |
Financing fees | 0 | (43,750) | ||
Other expenses: | ||||
Interest expense | 0 | (2,389) | (138,944) | (7,409) |
Loss from Movychem JV | (49,328) | 0 | ||
Loss on extinguishment of debt | (3,570,366) | (535) | 535 | |
Total other (expense) | (4,081,536) | (195,702) | ||
Net loss | (4,817,521) | (4,447,915) | (15,882,195) | (2,702,602) |
Less net loss attributable to noncontrolling interest | (7,425) | (1,177,816) | ||
Net income attributable to common stockholders | $ (4,810,096) | $ (3,270,099) | ||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | ||
Weighted average number of common shares outstanding - basic and diluted | 361,552,863 | 225,497,197 | ||
Amortization of debt discount, related party | 0 | (5,000) | ||
Financing fees | (43,750) | 0 | ||
Interest expense, related party | 0 | (76) | ||
Loss from joint venture | (57,678) | 0 | ||
Loss on settlement of debt | (536) | (186,954) | ||
Total other (expense) | (4,869,997) | (503,381) | ||
Net loss attributable: | ||||
Non-controlling interest | (2,580,925) | (216,686) | ||
Common stockholders | $ (13,301,270) | $ (2,485,916) | ||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 361,552,863 | 225,497,197 | 345,160,167 | 225,497,197 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Common Stock | Additional Paid-In Capital | Noncontrolling Interest | Common Stock To Be Issued | Accumulated Deficit | Series A Preferred Stock [Member] | Series B Preferreds Stock [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jun. 30, 2020 | 3,113,637 | 69,584,149 | |||||||||
Balance, amount at Jun. 30, 2020 | $ (31,224) | $ 31 | $ 696 | $ 379,971 | $ 0 | $ 372,397 | $ (784,319) | ||||
Sale of common stock,share | 16,308,334 | ||||||||||
Sale of common stock, amount | 1,648,000 | 0 | $ 163 | 1,599,837 | 0 | 48,000 | 0 | ||||
Conversion of convertible notes and accrued interest,share | 25,168,183 | ||||||||||
Conversion of convertible notes and accrued interest,amount | 184,156 | 0 | $ 252 | 183,904 | 0 | 0 | 0 | ||||
Conversion of convertible notes and accrued interest | 3,090 | $ 0 | $ 0 | 0 | 0 | 3,090 | 0 | ||||
Conversion of Series A Preferred to Common Stock, shares | (44,367) | 44,366,919 | |||||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 0 | $ 444 | (444) | 0 | 0 | 0 | ||||
Cancellation of Series A Preferred shares issued in AAT merger, shares | (2,240,000) | ||||||||||
Cancellation of Series A Preferred shares issued in AAT merger, amount | 0 | $ (22) | 0 | 22 | 0 | 0 | 0 | ||||
Cancellation of Series A Preferred shares issued for compensation in prior year, shares | (41,000) | ||||||||||
Cancellation of Series A Preferred shares issued for compensation in prior year, amount | 0 | $ (1) | $ 0 | 1 | 0 | 0 | 0 | ||||
Stock issued for services,share | 24,540,909 | ||||||||||
Stock issued for services,amount | 1,275,703 | 0 | $ 245 | 1,275,458 | 0 | 0 | 0 | ||||
Issuance of warrants with convertible notes | 117,893 | 0 | 0 | 117,893 | 0 | 0 | 0 | ||||
Issuance of warrants for advisory board services | 38,332 | 0 | 0 | 38,332 | 0 | 0 | 0 | ||||
Fair value of beneficial conversion feature associated with convertible debt | 171,957 | 0 | $ 0 | 171,957 | 0 | 0 | 0 | ||||
Shares reclassed from common stock to be issued,share | 112,847,466 | ||||||||||
Shares reclassed from common stock to be issued,amount | 1 | 0 | $ 1,128 | 371,270 | 0 | (372,397) | 0 | ||||
Issuance of Series B Preferred Stock in connection with CEO's Employment Agreement, shares | 1,000,000 | ||||||||||
Issuance of Series B Preferred Stock in connection with CEO's Employment Agreement, amount | 3,090 | 0 | $ 10 | 0 | (10) | 0 | 0 | 0 | |||
Net Loss | (2,702,602) | 0 | 0 | 0 | (216,686) | 0 | (2,485,916) | ||||
Balance, amount at Jun. 30, 2021 | 705,306 | $ 8 | $ 10 | $ 2,925 | 4,138,194 | (216,686) | 51,090 | (3,270,235) | $ 8 | $ 10 | $ (3,270,235) |
Balance, shares at Jun. 30, 2021 | 788,270 | 1,000,000 | 292,815,960 | 788,270 | 1,000,000 | ||||||
Sale of common stock,share | 7,500,000 | ||||||||||
Sale of common stock, amount | 1,668,500 | $ 75 | 499,925 | 0 | 1,168,500 | $ 0 | $ 0 | 0 | |||
Issuance of common stock committed in prior period, amount | 0 | $ 4 | 47,996 | 0 | (48,000) | $ 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 | |||
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 | 0 | 3,000 | 0 | 0 | 0 | |||
Stock issued for services,share | 2,825,000 | ||||||||||
Stock issued for services,amount | 541,100 | $ 27 | 449,173 | 0 | 91,900 | 0 | 0 | 0 | |||
Conversion of convertible notes and accrued interest, shares | 10,598,544 | ||||||||||
Conversion of convertible notes and accrued interest, amount | 173,070 | $ 106 | 176,054 | 0 | (3,090) | 0 | 0 | 0 | |||
Fair value of beneficial conversion feature associated with convertible debt | 250,000 | 0 | 250,000 | 0 | 0 | 0 | 0 | 0 | |||
Stock option compensation | 1,060,324 | 0 | 1,060,324 | 0 | 0 | 0 | 0 | 0 | |||
Net Loss | (4,447,915) | $ 0 | 0 | (1,117,816) | 0 | 0 | 0 | (3,270,099) | |||
Issuance of common stock committed in prior period, shares | 400,000 | ||||||||||
Exercise of warrants, amount | 128,549 | ||||||||||
Balance, amount at Sep. 30, 2021 | 122,688 | $ 3,221 | 6,790,885 | (1,394,502) | 1,263,400 | $ 8 | $ 10 | (6,540,334) | |||
Balance, shares at Sep. 30, 2021 | 322,574,504 | 784,270 | 1,000,000 | ||||||||
Balance, shares at Jun. 30, 2021 | 788,270 | 1,000,000 | 292,815,960 | 788,270 | 1,000,000 | ||||||
Balance, amount at Jun. 30, 2021 | 705,306 | $ 8 | $ 10 | $ 2,925 | 4,138,194 | (216,686) | 51,090 | (3,270,235) | $ 8 | $ 10 | (3,270,235) |
Sale of common stock,share | 15,700,000 | ||||||||||
Sale of common stock, amount | 2,078,500 | 0 | $ 157 | 909,843 | 0 | 1,168,500 | 0 | ||||
Conversion of convertible notes and accrued interest,share | 14,828,244 | ||||||||||
Conversion of convertible notes and accrued interest,amount | 426,819 | $ 0 | $ 148 | 429,761 | 0 | (3,090) | 0 | ||||
Conversion of Series A Preferred to Common Stock, shares | (7,138) | 7,138,000 | |||||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 0 | $ 71 | (71) | 0 | 0 | 0 | ||||
Shares issued as equity kicker, shares | 250,000 | ||||||||||
Shares issued as equity kicker, amount | 43,753 | 0 | $ 3 | 43,750 | 0 | 0 | 0 | ||||
Stock issued for services,share | 4,685,615 | ||||||||||
Stock issued for services,amount | 761,954 | 0 | $ 43 | 670,011 | 0 | 91,900 | 0 | ||||
Fair value of beneficial conversion feature associated with convertible debt | 2,615,419 | 0 | 0 | 2,615,419 | 0 | 0 | 0 | ||||
Net Loss | (15,882,195) | 0 | 0 | 0 | (2,580,925) | 0 | (13,301,270) | ||||
Fair value of warrants associated with convertible debt | 2,777,081 | 0 | $ 0 | 2,777,081 | 0 | 0 | 0 | ||||
Issuance of common stock, shares | 23,666,666 | ||||||||||
Issuance of common stock, amount | 0 | 0 | $ 240 | 1,256,211 | 0 | (1,256,450) | 0 | ||||
Stock option compensation | 3,248,181 | 0 | $ 0 | 3,248,181 | 0 | 0 | 0 | ||||
Exercise of warrants, shares | 4,308,600 | ||||||||||
Exercise of warrants, amount | 128,550 | 0 | $ 42 | 128,508 | 0 | 0 | 0 | ||||
Inducement of conversion - interest expense, shares | 845,936 | ||||||||||
Inducement of conversion - interest expense, amount | 134,927 | 0 | $ 8 | 134,918 | |||||||
Balance, amount at Jun. 30, 2022 | (2,961,705) | $ 8 | $ 10 | $ 3,652 | 16,351,791 | (2,797,611) | 51,950 | $ (16,571,505) | $ 8 | $ 10 | (16,571,505) |
Balance, shares at Jun. 30, 2022 | 781,132 | 1,000,000 | 364,239,001 | 781,132 | 1,000,000 | ||||||
Conversion of Series A Preferred to Common Stock, shares | 1,000,000 | (1,000) | |||||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 10 | (10) | 0 | 0 | $ 0 | $ 0 | 0 | |||
Stock issued for services,share | 457,143 | ||||||||||
Stock issued for services,amount | 48,000 | $ 5 | 47,995 | 0 | 0 | 0 | 0 | 0 | |||
Net Loss | (4,817,521) | 0 | 0 | (7,425) | 0 | 0 | 0 | (4,810,096) | |||
Fair value of warrants associated with convertible debt | 1,918,393 | 0 | 1,918,393 | 0 | 0 | 0 | 0 | 0 | |||
Adjustment for rounding | 0 | 5 | (5) | 0 | 0 | 0 | 0 | 0 | |||
Stock option compensation | 306,170 | 0 | 306,170 | 0 | 0 | 0 | 0 | 0 | |||
Exercise of warrants, amount | 0 | ||||||||||
Balance, amount at Sep. 30, 2022 | $ (5,506,663) | $ 3,657 | $ 18,624,349 | $ (2,805,036) | $ 51,950 | $ 8 | $ 10 | $ (21,381,601) | |||
Balance, shares at Sep. 30, 2022 | 365,696,144 | 780,132 | 1,000,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||
Net Loss | $ (4,817,521) | $ (4,447,915) | $ (15,882,195) | $ (2,702,602) |
Cash Flows from Operating Activities | ||||
Depreciation and amortization | 335 | 0 | 15,581 | 0 |
Adjustments to reconcile net loss to net | ||||
Stock option expense | 306,170 | 1,060,324 | 3,248,181 | 1,275,703 |
cash used by operating activities: | ||||
Stock issued for services | 48,000 | 494,700 | 761,954 | 38,332 |
Loss on extinguishment of debt | 3,470,366 | 535 | ||
Loss from joint venture investment | (49,328) | 0 | ||
Financing fees | 178,680 | 0 | ||
Amortization of debt discount | 461,842 | 149,028 | 4,629,089 | 303,942 |
Operating lease right of use asset | 10,905 | 245 | ||
Loss from joint venture | 57,678 | 0 | ||
Changes in operating assets & liabilities: | ||||
Loss on settlement of debt | 0 | 186,954 | ||
Lease liabilities | (11,493) | 0 | ||
Deposits and prepaids | (7,476) | (34,850) | ||
Accounts payable and accrued liabilities | 12,861 | 50,191 | (12,639) | (119,553) |
Accrued liability, related party | 10,000 | 0 | ||
Net cash used by operating activities | (565,339) | (2,727,742) | (6,927,249) | (1,012,203) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (2,567) | 0 | (19,990) | 0 |
Net cash used in investing activities | (2,567) | 0 | (135,346) | 0 |
Sale of common stock | 0 | 1,668,500 | 2,078,500 | 1,648,000 |
Cash from exercise of warrants | 0 | 128,549 | 128,550 | |
Proceeds from convertible notes payable | 0 | 250,000 | ||
Net cash provided by financing activities | 0 | 2,047,049 | 7,166,000 | 1,935,850 |
Decrease in Cash | (567,906) | (680,693) | ||
Cash at end of period | 498,039 | 281,847 | 1,065,945 | 962,540 |
Cash paid for interest | 0 | 0 | ||
Cash paid for income taxes | 0 | 0 | ||
Conversion of convertible notes payable and accrued interest | 0 | 187,246 | ||
Warrants issued with convertible notes payable | 0 | 117,893 | ||
Beneficial conversion feature arising from convertible notes payable | 0 | 171,597 | 2,615,419 | 171,597 |
Warrants issued with convertible notes payable extinguishment | 1,918,393 | 0 | ||
Amortization of debt discount | 4,629,089 | 303,912 | ||
Amortization of Debt Discount, Related Party | 0 | 5,000 | ||
Shares to be issued | 75,200 | 0 | ||
Operating lease right of use asset | 40,867 | (62) | ||
Lease liabilities | (42,643) | 0 | ||
Deposits and prepaids | 478 | 113 | ||
Accrued liability, related party | (3,000) | 0 | ||
Accrued expenses | 5,520 | 0 | ||
Cash Flows from Investing Activities | ||||
Investment in joint venture | (115,356) | |||
Cash Flows from Financing Activities | ||||
Proceeds from convertible notes payable | 4,958,950 | 287,850 | ||
Increase in Cash | 103,405 | 923,647 | ||
Cash at beginning of period | $ 1,065,945 | $ 962,540 | 962,540 | 38,893 |
Non-cash investing and financing activities: | ||||
Conversion of convertible notes payable and accrued interest | 440,995 | 187,246 | ||
Warrants issued with convertible notes payable | $ 2,894,974 | $ 117,893 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
ORGANIZATION AND NATURE OF BUSINESS | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Company Overview Xeriant, Inc. (“Xeriant” or the “Company”) is dedicated to the acquisition, development and commercialization of transformative technologies, including eco-friendly specialty materials which can be successfully deployed and integrated across multiple industry sectors, and disruptive innovations related to the emerging aviation market called Advanced Air Mobility, which include next-generation aircraft. We seek to partner with and acquire strategic interests in visionary companies that accelerate this mission. The Company was incorporated in Nevada on December 18, 2009. On April 16, 2019, the Company entered into a Share Exchange Agreement with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) unmanned aerial vehicles (UAVs). On September 30, 2019, the acquisition of AAT closed, and AAT became a 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 31, 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. Effective April 2, 2022 (the “Effective Date”) and Amended November 7, 2022, the Company entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Movychem s.r.o., a Slovakian limited liability company (“Movychem”) setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell ® Advanced Materials A primary focus of our Company is the acquisition and commercial exploitation of eco-friendly, advanced materials and chemicals which have applications across a broad range of industries and the potential to generate significant near-term revenue. The Company’s commercialization strategy encompasses licensing arrangements and joint ventures with major industry players, which would allow for more rapid access to the market with reduced capital requirements and financial risk. In addition to providing the production and distribution infrastructure, these established partnering companies can streamline testing and certification and add brand recognition value. The advanced materials and chemicals may be sold as standalone products, enhancements to existing products, or used in the development of proprietary products under a new trademarked brand owned by the Company. The Company is exploring manufacturing and branding opportunities for specific products derived from advanced materials and chemicals acquired or developed, which would involve setting up production facilities, equipment, systems and supply chain. Our plan to source and acquire strategic interests in visionary companies developing, integrating, and commercializing critical breakthrough technologies is underway with our first successful advanced materials transaction executed in the second quarter of 2022. Effective April 2, 2022, we entered into a Joint Venture Agreement with Movychem s.r.o, a Slovakian chemical ® ® ® ® ® ® On June 8, 2022, we announced the successful development of a multi-purpose, high-strength fire- and water-resistant composite panel made from a formulation of Retacell ® Xeriant, pursuant to the Services Agreement with the Movychem JV, is planning to buildout manufacturing facilities in the United States and Eastern Europe to meet the demand for Retacell ® ® Aerospace Another area of interest for our Company is the emerging aviation market called Advanced Air Mobility (AAM), the transition to more efficient, eco-friendly, automated and convenient flight operations enabled by the convergence of technological advancements in design and engineering, composite materials, propulsion systems, battery energy density and manufacturing processes. Next-generation aircraft being developed for this market offer low-cost, on-demand flight for passengers and cargo, utilizing lower altitude airspace and bypassing the traditional hub and spoke airport network with vertical takeoff and landing (VTOL) capabilities. Many of these lightweight aircraft are electrically powered through either hybrid or pure battery systems, which allows for quieter, low emission flights over urban areas, however with limited speed and range. The adoption and integration of niche aerial services through AAM is expected to provide benefits throughout the economy. We plan to partner with and acquire strategic interests in visionary companies that accelerate our mission of commercializing critical breakthrough AAM technologies which enhance performance, increase safety, and enable and support more efficient, autonomous, and sustainable flight operations, including electric and hybrid-electric passenger and cargo transport aircraft capable of vertical takeoff and landing. Our plan to source and acquire strategic interests in leading aerospace companies developing breakthrough VTOL aircraft began in the second quarter of 2021. Effective May 27, 2021, we entered into a Joint Venture Agreement with XTI Aircraft Company (“XTI”), a privately owned OEM based in Englewood, Colorado for 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. Through our joint venture with XTI, (referred to hereinafter as the “XTI JV”), we were involved in the successful completion of the preliminary design of their TriFan 600 eVTOL aircraft. The TriFan 600 is being designed to become the fastest, longest-range VTOL aircraft in the world and the first commercial fixed-wing VTOL airplane, with current pre-orders exceeding $3 billion in gross revenues upon delivery of those aircraft. While the purpose of the XTI JV has been achieved, XTI and Xeriant continue to see value in the XTI JV for future collaboration in Advanced Ari Mobility. Should XTI and Xeriant determine it is in their best interest to terminate the XTI JV, then it will be dissolved. Should the XTI JV be dissolved, as of October 18, 2022, Xeriant would receive 5.5% equity ownership of XTI. Management believes that our holding and operating company structure has several advantages and will enable us to grow rapidly, acquiring assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, we offer our subsidiaries such benefits as improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, sales & marketing, human resources, purchasing power, as well as investor and public relations. Additionally, we are leveraging our relationship with Florida Atlantic University to provide a collaborative research arm for technologies that require additional validation and the backing of a respected research institution for credibility. The university also may provide access to various grants through the SBIR (Small Business Innovation Research), STTR (Small Business Technology Transfer, NSF (National Science Foundation) and other programs, and if warranted, introductions into a number of government agencies, such as DOD (Department of Defense) and DARPA (Defense Advanced Research Projects Agency). We are pursuing strategic alliances with companies that provide complementary technologies and access to new markets. | 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 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 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 31, 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. Effective April 2, 2022 (the “Effective Date”), the Company entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Movychem s.r.o., a Slovakian limited liability company (“Movychem”) setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell ® |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, and Eco-Aero, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. Going Concern The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2022 and June 30, 2022, the Company had $498,039 and $1,065,945 in cash and $5,551,721 and $3,002,259 in negative working capital, respectively. For the three months ended September 30, 2022 and 2021, the Company had a net loss of $4,817,521 and $4,447,915, 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. Principles of Consolidation The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC, and Eco-Aero, LLC. All significant intercompany balances and transactions have been eliminated. 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. The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements. 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. 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 year ended June 30, 2022, the Company recorded a BCF in the amount of $2,615,419. Stock-based Compensation The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. Research and Development Expenses Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $2,340,575 for the three months ended September 30, 2022 and 2021, respectively. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $15,442 and $168,087 for the three months ended September 30, 2022 and 2021, 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 more likely than not 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 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. Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The table below presents the computation of basic and diluted earnings per share for the three months ended September 30, 2022 and 2021: For the three months ended September 30, 2022 For the three months ended September 30, 2021 Numerator: Net loss $ (4,810,096 ) $ (3,270,099 ) Denominator: Weighted average common shares outstanding—basic 361,552,863 225,497,197 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 361,552,863 225,497,197 Net loss per share: Basic $ (0.01 ) $ (0.01 ) Diluted $ (0.01 ) $ (0.01 ) | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, and Eco-Aero, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. Going Concern The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2022 and 2021, the Company had $1,065,945 and $962,540 in cash and $3,002,259 in negative working capital and $677,257 in working capital, respectively. For the year ended June 30, 2022 and 2021, the Company had a net loss of $15,882,195 and $2,702,602, 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. Principles of Consolidation The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC, and Eco-Aero, LLC. All significant intercompany balances and transactions have been eliminated. 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. The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements. 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. 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 year ended June 30, 2022, the Company recorded a BCF in the amount of $2,615,419. Stock-based Compensation The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. Research and Development Expenses Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $5,267,581 and $373,112 for the years ended June 30, 2022 and 2021, respectively. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $651,567 and $1,047,120 for the years ended June 30, 2022 and 2021, 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 more likely than not 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 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. Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The table below presents the computation of basic and diluted earnings per share for the years ended June 30, 2022 and 2021: For the year ended June 30, 2022 For the year ended June 30, 2021 Numerator: Net loss $ (15,882,195 ) $ (2,702,602 ) Denominator: Weighted average common shares outstanding—basic 345,160,167 225,497,197 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 345,160,167 225,497,197 Net loss per share: Basic $ (0.05 ) $ (0.01 ) Diluted $ (0.05 ) $ (0.01 ) |
JOINT VENTURE
JOINT VENTURE | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
JOINT VENTURE | ||
JOINT VENTURE | NOTE 3 – JOINT VENTURE JV with XTI Aircraft 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 for up to $10 million, contributed as required by the aircraft development timeline and budget. The Company analyzed the transaction under ASC 810 Consolidation JV with Movychem On April 2, 2022 the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame-retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell ® For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell ® ® ® Concurrently with the execution of the Joint Venture Agreement, the Joint Venture will provide to the Joint Venture technical services related to the exploitation of the Retacell intellectual property and corporate, marketing. business development, communications and administrative services as requested by the Joint Venture in exchange for 40% of all royalty payments received by the Joint Venture for the licensing of Retacell ® Under the Joint Venture Agreement, the Company has agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein. The Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be. The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell ® As of September 30, 2022 and June 30, 2022, the Company contributed $214,014 and $115,356 to the joint venture, respectively. | |
NOTE 3 - JOINT VENTURE | NOTE 3 – JOINT VENTURE JV with XTI Aircraft 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 for up to $10 million, contributed as required by the aircraft development timeline and budget. The Company analyzed the transaction under ASC 810 Consolidation JV with Movychem On April 2, 2022 the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame-retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell ® For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell ® ® ® Concurrently with the execution of the Joint Venture Agreement, the Joint Venture will provide to the Joint Venture technical services related to the exploitation of the Retacell ® ® Under the Joint Venture Agreement, the Company has agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein. The Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be. The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell ® As of June 30, 2022, the Company contributed $115,356 to the joint venture. |
CONCENTRATION OF CREDIT RISKS
CONCENTRATION OF CREDIT RISKS | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
CONCENTRATION OF CREDIT RISKS | ||
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, 2022 and June 30, 2022, the Company had $243,598 and $811,429 in excess of FDIC insurance, respectively. | 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 June 30, 2022, the Company had $811,429 in excess of FDIC insurance. |
OPERATING LEASE RIGHTOFUSE ASSE
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
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 2022 to allow employees to work from the office in January of 2023. The following table illustrates the base rent amounts over the term of the lease: Base Rent Periods November 1, 2019 to October 31, 2020 $ 4,367 November 1, 2020 to October 31, 2021 $ 4,498 November 1, 2021 to October 31, 2022 $ 4,633 November 1, 2022 to October 31, 2023 $ 4,772 November 1, 2023 to October 31, 2024 $ 4,915 November 1, 2024 to January 31, 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, 2022 Office lease $ 220,448 Less: accumulated amortization (103,011 ) Right -of- use asset, net $ 117,437 Operating lease liability is summarized below: September 30, 2022 Office lease $ 129,667 Less: current portion (50,647 ) Long term portion 79,020 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2023 45,589 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 144,901 Present value discount (15,235 ) Lease liability $ 129,667 | |
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 2022 to allow employees to work from the office in January of 2023. The following table illustrates the base rent amounts over the term of the lease: Base Rent Periods November 1, 2019 to October 31, 2020 $ 4,367 November 1, 2020 to October 31, 2021 $ 4,498 November 1, 2021 to October 31, 2022 $ 4,633 November 1, 2022 to October 31, 2023 $ 4,772 November 1, 2023 to October 31, 2024 $ 4,915 November 1, 2024 to January 31, 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: June 30, 2022 Office lease $ 220,448 Less: accumulated amortization (92,106 ) Right -of- use asset, net $ 128,342 Operating lease liability is summarized below: June 30, 2022 Office lease $ 141,160 Less: current portion (48,963 ) Long term portion 92,197 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 159,705 Present value discount (18,545 ) Lease liability $ 141,160 |
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT | 12 Months Ended |
Jun. 30, 2022 | |
EXCHANGE AGREEMENT | |
NOTE 6 - EXCHANGE AGREEMENT | NOTE 6 – EXCHANGE AGREEMENT 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 subsidiary of the Company. On September 30, 2019 just prior to the exchange, the Company issued 170,000 shares of preferred stock as compensation and 193,637 shares of preferred stock in satisfaction of $2,608,224 in liabilities. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
CONVERTIBLE NOTES PAYABLE | ||
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE The carrying value of convertible notes payable, net of discount, as of September 30, 2022 and June 30, 2022 was $5,590,000 and $3,936,185, respectively. September 30, June 30, Convertible Notes Payable 2022 2022 Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC $ 5,950,000 $ 6,050,000 Total face value 5,950,000 6,050,000 Less unamortized discount - (2,113,815 ) Carrying value $ 5,950,000 $ 3,936,185 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. All these convertible notes payable have been converted as of December 31, 2021. During the three months ended September 30, 2021, the Company recorded amortization of debt discount related to these notes in the amount of $149,028 and interest expense of $2,389. Auctus Fund, LLC Senior Secured Note On October 27, 2021, the Company issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal sum of $6,050,000, which amount is the $5,142,500 actual amount of the purchase price, hereof plus an original issue discount in the amount of $907,500 and to pay interest on the unpaid principal amount hereof at the rate of zero percent per annum from the issue date until the note becomes due and payable, and $433,550 for professional fees in completing the transactions. The note has a maturity date of twelve months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company. In connection with the notes, the Company issued warrants indexed to an aggregate 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The warrants were recorded at fair value of $2,777,081 to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the debt proceeds. The Company estimated the fair value of the warrants using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants. The Company estimates the volatility of its stock based on the average of three similar size public companies peer group historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to their remaining contractual term. The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company recorded $2,365,419 conversion feature in additional paid-in capital. The BCF resulted in a debt discount and are amortized over the life of the note. Effective July 26, 2022, the Company entered into an Amendment to Senior Secured Promissory Note (the “Amendment”) with Auctus Fund, LLC (“Auctus”) pursuant to which the parties agreed to amend the Company’s Senior Secured Convertible Promissory Note in the principal amount of $6,050,000 dated October 27, 2021 (the “Note”) issued to Auctus. The Amendment (i) extended the maturity date of the Note to November 1, 2022 and (ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to November 1, 2022. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of Common Stock dated July 26, 2022 (the “Warrant”) at an exercise price of $0.09 per share; (ii) make a prepayment of the Note in the amount of $100,000; and (iii) cause a director of the Company to cancel his 10b-5(1) Plan. The Company tested the modification under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $3,570,366. The loss on extinguishment was determined as follows: Reacquisition Price: Modified convertible debt instrument 5,950,000.00 Fair value of warrants 1,918,393 Cash payment 100,000 Carrying Value of Original Instrument Original convertible debt instrument 6,050,000 Debt discount - warrant (707,585 ) Original issue discount (341,692 ) Debt discount - BCF (602,696 ) Carrying value of original debt 4,398,027 Loss on extinguishment 3,570,366 For the three months ended September 30, 2022, the Company recorded $461,482 in amortization of debt discount related to the Auctus note. As of September 30, 2022 and June 30, 2022, the carrying value of the Auctus note was $5,950,000 and $3,936,185, respectively. | NOTE 7 – CONVERTIBLE NOTES PAYABLE The carrying value of convertible notes payable, net of discount, as of June 30, 2022 and 2021 was $3,936,185 and $158,196, respectively. June 30, June 30, Convertible Notes Payable 2022 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) - - Convertible notes payable issued August 10, 2021 (6% interest) - - Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC 6,050,000 - Total face value 6,050,000 167,550 Less unamortized discount (2,113,815 ) (9,354 ) Carrying value $ 3,936,185 $ 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. All these convertible notes payable have been converted as of June 30, 2022 and $167,550 principal balance remaining as of June 30, 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. 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. Auctus Fund, LLC Senior Secured Note On October 27, 2021, the Company issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal sum of $6,050,000, which amount is the $5,142,500 actual amount of the purchase price, hereof plus an original issue discount in the amount of $907,500 and to pay interest on the unpaid principal amount hereof at the rate of zero percent per annum from the issue date until the note becomes due and payable, and $433,550 for professional fees in completing the transactions. The note currently has a maturity date of February 15, 2023. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company. In connection with the notes, the Company issued warrants indexed to an aggregate 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The warrants were recorded at fair value of $2,777,081 to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the debt proceeds. The Company estimated the fair value of the warrants using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants. The Company estimates the volatility of its stock based on the average of three similar size public companies peer group historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to their remaining contractual term. The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company recorded $2,365,419 conversion feature in additional paid-in capital. The BCF resulted in a debt discount and are amortized over the life of the note. The Company is in communication with Auctus Fund, LLC and is actively working on strategies to extinguish, extend or restructure the Senior Secured Promissory Note. No assurance can be made as to the results of such actions. For the year ended June 30, 2022 and 2021, the Company recorded $4,629,089 and $303,942 in amortization of debt discount related to the notes. For the year ended June 30, 2022 and 2021, the Company recorded $138,943 and $7,409 in interest expense related to the notes, respectively. The balance of this note as of June 30, 2022 was $3,936,185. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 7– RELATED PARTY TRANSACTIONS Consulting fees During the three months ended September 30, 2022 and 2021, the Company recorded $55,000 and $33,000 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. As of September 30, 2022, and June 30, 2022, $15,000 and $22,000 was recorded in accrued liabilities. For the three months ended September 30, 2022 and 2021, the Company recorded $20,000 and $24,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. As of September 30, 2022, and June 30, 2022, $10,000 and $0 was recorded in accrued liabilities. During the three months ended September 30, 2022 and 2021, the Company recorded $14,000 and $18,000 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s CIO, Pablo Lavigna. As of September 30, 2022 and June 30, 2022, $7,000 and $7,000 was recorded in accrued liabilities. During the three months ended September 30, 2022 and 2021, the Company recorded $5,000 and $7,500 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. | NOTE 8 – RELATED PARTY TRANSACTIONS Consulting fees During the years ended June 30, 2022 and 2021, the Company recorded $184,000 and $98,000 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. As of June 30, 2022 and June 30, 2021, $15,000 and $0 was recorded in accrued liabilities. For the years ended June 30, 2022 and 2021, the Company recorded $122,000 and $40,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. During the years ended June 30, 2022 and 2021, the Company recorded $86,000 and $49,500 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s CIO, Pablo Lavigna. 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 June 30, 2022 and June 30, 2021, $7,000 and $0 was recorded in accrued liabilities. During the years ended June 30, 2022 and 2021, the Company recorded $40,425 and $20,000 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of June 30, 2022 and June 30, 2021, $0 and $30,000 was recorded in accrued liabilities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Commitments and contingencies (Note 9) | ||
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 has the right to invest up to $10,000,000 into the joint venture. Financial Advisory Agreements On August 10, 2021, the Company entered into an Advisory Agreement with an outside 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 nine months from the date of the agreement. · Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000 · M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000 During the year ended June 30, 2022, the Company issued all 1,500,000 shares under the agreement. On August 19, 2021, the Company entered into an Advisory Agreement with an outside 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 year ended June 30, 2022, 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 Advisors Agreements The Company has entered into advisor agreements with various advisory board members. The agreements provide for the following: On October 27, 2020, the Company agreed to issue 300,000 common shares immediately, 2-year cashless warrants to purchase 300,000 common shares at the current price, and $2,500 per meeting paid 50% in cash and 50% in common shares. On January 18, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On January 22, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On March 7, 2021 the Company paid an advisor $2,500 and issued 50,000 common shares. 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. On January 20, 2022, the Company agreed to issue 250,000 common shares, and $5,000 paid on a monthly basis, for a period of three months, and an option to purchase 2,250,000 common shares at $0.12 per share, vesting immediately. On March 28, 2022, the Company agreed to issue 150,000 common shares vested monthly over one year, and $2,500 per meeting paid in cash, and additional bonus of $25,000 paid in common shares issued at the end of each year of service. | NOTE 9 – 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 has the right to invest up to $10,000,000 into the joint venture. Financial Advisory Agreements On August 10, 2021, the Company entered into an Advisory Agreement with an outside 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 nine months from the date of the agreement. · Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000 · M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000 During the year ended June 30, 2022, the Company issued all 1,500,000 shares under the agreement. On August 19, 2021, the Company entered into an Advisory Agreement with an outside 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 year ended June 30, 2022, 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 Advisors Agreements The Company has entered into advisor agreements with various advisory board members. The agreements provide for the following: On October 27, 2020, the Company agreed to issue 300,000 common shares immediately, 2-year cashless warrants to purchase 300,000 common shares at the current price, and $2,500 per meeting paid 50% in cash and 50% in common shares. On January 18, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On January 22, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination. On March 7, 2021 the Company paid an advisor $2,500 and issued 50,000 common shares. 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. On January 20, 2022, the Company agreed to issue 250,000 common shares, and $5,000 paid on a monthly basis, for a period of three months, and an option to purchase 2,250,000 common shares at $0.12 per share, vesting immediately. On March 28, 2022, the Company agreed to issue 150,000 common shares vested monthly over one year, and $2,500 per meeting paid in cash, and additional bonus of $25,000 paid in common shares issued at the end of each year of service. |
EQUITY
EQUITY | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
EQUITY | ||
EQUITY | NOTE 9 – EQUITY Common Stock As of September 30, 2022 and June 30, 2022, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 365,696,144 and 364,239,001 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively. Fiscal Year 2022 Issuances During the year ended June 30, 2022 in connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at $43,753, which has been expensed as a financing costs. During the year ended June 30, 2022, the Company issued 4,308,600 shares of common stock as a result of warrant exercises in the aggregate proceeds of $128,550. During the year ended June 30, 2022, the Company issued 4,685,615 shares of common stock for services, valued at $761,954. During the year ended June 30, 2022, the Company sold 39,366,666 shares of common stock for aggregate proceeds of $2,078,500. During the year ended June 30, 2022, the Company issued 7,138,000 shares of common stock in exchange for the conversion of 7,138 shares of Series A Preferred Stock. During the year ended June 30, 2022, 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 year ended June 30, 2022, the Company issued 4,229,680 shares of common stock for the conversion of $250,000 principal balance of convertible notes payable and $3,749 accrued interest. During the year ended June 30, 2022, the Company issued 845,936 shares of common stock in exchange for the inducement to the convertible notes holders to convert at fair value of $134,927. Three Months Ended September 30, 2022 On July 11, 2022, the Company issued 1,000,000 shares of common stock in exchange for the conversion of 1,000 shares of Series A Preferred Stock. On July 13, 2022, the Company issued 457,143 shares to a consultant for services valued at $48,000. Common Stock to be Issued During the year ended June 30, 2022, the Company sold 200,000 shares of common stock for aggregate proceeds of $6,000, or $0.03 per share. As of June 30, 2022, these shares are categorized in common stock to be issued. During the year ended June 30, 2022, the Company agreed to pay a consultant 250,000 shares in exchange to $45,950 in services. As of June 30, 2022, 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, 2022, and June 30, 2022, the Company has 780,132 and 781,132 of 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. On March 27, 2021, Spider Investments, LLC returned 41,000 Series A Preferred Shares to the treasury of the Company. On July 11,2022, the Company issued 1,000,000 shares of common stock in exchange for the conversion of 1,000 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. During the year ended June 30, 2021, the Company issued 1,000,000 shares of Series B Preferred Stock to the Company’s CEO as part of his employment agreement. Stock Options In connection with certain advisory board compensation agreements, the Company issued an aggregate 21,250,000 options at an exercise price of $0.12 per share for the year ended June 30, 2022. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,964,207. The Company recorded compensation expense in the amount of $306,170 and $1,060,324 for these options for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was $395,946 of total unrecognized compensation cost related to non-vested portion of options granted. As of September 30, 2022, there are 21,250,000 options outstanding, of which 10,343,750 are exercisable. The weighted average remaining term is 1.86 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 1.55 Years – 2.49 Years Range of market volatility: Range of equivalent volatility 215.12% - 275.73 % Range of interest rates 0.20% - 0.47 % Warrants As of September 30, 2022 and June 30, 2022, the Company had 55,512,161 warrants outstanding. The warrants were issued in connection with the Convertible Notes (See Note 6). The warrants have a term of two to five years and an exercise price range from $0.1187 to $0.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $2,777,081. During the year ended June 30, 2022, holders of warrants exercised warrants for 4,305,000 shares of common stock for aggregate proceeds of $128,550. As of September 30, 2022 and June 30, 2022, the weighted average remaining useful life of the warrants was 4.0. | NOTE 10 – EQUITY Common Stock As of June 30, 2022 and June 30, 2021, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 365,239,001 and 292,815,960 shares issued and outstanding as of June 30, 2022 and June 30, 2021, respectively. Fiscal Year 2021 Issuances On July 30, 2020, the Company issued 16,011,818 shares of common stock related to conversions of debt from the previous fiscal year, which were previously recorded in common stock to be issued. 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. On September 8, 2020, the Company issued 96,835,648 shares of common stock related to conversions of debt from the previous fiscal year, which were previously recorded in common stock to be issued. 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 February 9, 2021, the Company issued 19,595,442 shares of common stock for the conversion of $127,150 in principal and $2,709 in accrued interest. In March of 2021, the Company sold 12,075,001 shares of common for $1,497,000, or $0.12 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 4,557,943 shares of common stock for the conversion of $23,000 in principal and $853 in accrued interest. On April 26, 2021, the Company issued 1,014,798 shares of common stock for the conversion of $30,000 in principal and $444 in accrued interest. On May 7, 2021, the Company sold 833,333 shares of common for $100,000, or $0.12 per share. During the year ended June 30, 2021, certain holders of preferred stock converted 44,367 shares into 44,366,919 shares of common stock. Fiscal Year 2022 Issuances During the year ended June 30, 2022 in connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at $43,753, which has been expensed as a financing costs. During the year ended June 30, 2022, the Company issued 4,308,600 shares of common stock as a result of warrant exercises in the aggregate proceeds of $128,550. During the year ended June 30, 2022, the Company issued 4,685,615 shares of common stock for services, valued at $761,954. During the year ended June 30, 2022, the Company sold 39,366,666 shares of common stock for aggregate proceeds of $2,078,500. During the year ended June 30, 2022, the Company issued 7,138,000 shares of common stock in exchange for the conversion of 7,138 shares of Series A Preferred Stock. During the year ended June 30, 2022, 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 year ended June 30, 2022, the Company issued 4,229,680 shares of common stock for the conversion of $250,000 principal balance of convertible notes payable and $3,749 accrued interest. During the year ended June 30, 2022, the Company issued 845,936 shares of common stock in exchange for the inducement to the convertible notes holders to convert at fair value of $134,927. Common Stock to be Issued During the year ended June 30, 2022, the Company sold 200,000 shares of common stock for aggregate proceeds of $6,000, or $0.03 per share. As of June 30, 2022, these shares are categorized in common stock to be issued. During the year ended June 30, 2022, the Company agreed to pay a consultant 250,000 shares in exchange to $45,950 in services. As of June 30, 2022, 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 June 30, 2022 and 2021, the Company has 781,132 and 788,270 shares of Series A Preferred Stock issued and outstanding, respectively. On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to one of the shareholders in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract. During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares. On March 27, 2021, Spider Investments, LLC returned 41,000 Series A Preferred Shares to the treasury of the Company. 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. During the year ended June 30, 2021, the Company issued 1,000,000 shares of Series B Preferred Stock to the Company’s CEO as part of his employment agreement. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
NONCONTROLLING INTEREST | ||
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 , 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. | |
NOTE 11 - NON-CONTROLLING INTEREST | NOTE 11 - NON-CONTROLLING INTEREST AAT membership unit adjustment On May 12, 2021, on further advice of counsel and in good faith , 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. Stock Options In connection with certain advisory board compensation agreements, the Company issued an aggregate 21,250,000 options at an exercise price of $0.12 per share for the year ended June 30, 2022. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,964,207. The Company recorded compensation expense in the amount of $3,248,181 for these options for the year ended June 30, 2022. As of June 30, 2022, there was $702,166 of total unrecognized compensation cost related to non-vested portion of options granted. As of June 30, 2022, there are 21,250,000 options outstanding, of which 9,375,000 are exercisable. The weighted average remaining term is 2.1 years. A summary of the Company’s stock options activity is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - Granted 21,250,000 0.12 Exercised - - Canceled - - Outstanding at June 30, 2022 21,250,000 $ 0.12 2.1 $ - Exercisable at June 30, 2022 9,375,000 $ 0.12 2.1 $ - 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 1.55 Years – 2.49 Years Range of market volatility: Range of equivalent volatility 215.12% - 275.73% Range of interest rates 0.20% - 0.47% Warrants As of June 30, 2022 and June 30, 2021, the Company had 55,512,161 and 8,848,333 warrants outstanding, respectively. The warrants were issued in connection with the Convertible Notes (See Note 6). The warrants have a term of two to five years and an exercise price range from $0.1187 to $.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 $2,777,081. During the year ended June 30, 2022, holders of warrants exercised warrants for 4,305,000 shares of common stock for aggregate proceeds of $128,550. As of June 30, 2022, the weighted average remaining useful life of the warrants was 4.0. A summary of the Company’s stock warrants activity is as follows: Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 8,848,333 $ 0.03 0.94 - Granted 50,968,828 0.1187 4.6 - Exercised (4,305,000 ) - Canceled - - Outstanding at June 30, 2022 55,512,161 $ 0.111 4.0 $ - Vested and expected to vest at June 30, 2022 55,512,161 $ 0.111 4.0 $ - Exercisable at June 30, 2022 55,512,161 $ 0.111 4.0 $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2020 | |
INCOME TAXES | |
NOTE 12 - INCOME TAXES | NOTE 12 – INCOME TAXES The Company accounts for income taxes in accordance with the provisions of FASB ASC 740, Accounting for Uncertainty in Income Taxes. At June 30, 2022 and 2021, the significant components of the deferred tax assets are summarized below: 2022 2021 Deferred income tax asset Net operating loss carryforwards $ 5,860,409 3,237,960 Book to tax differences in intangible assets - Total deferred income tax asset 5,860,409 3,237,960 Less: valuation allowance (5,860,409 ) (3,237,960 ) Total deferred income tax asset $ — $ — The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of June 30, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Amendment to Joint Venture Agreement with Movychem On November 7, 2022, Xeriant and Movychem executed an Amendment to the Joint Venture Agreement dated April 2, 2022. The Amendment: (1) affirms all the provisions of the existing Joint Venture Agreement; (2) extends the due date for the $2,000,000 Capital Contribution payment to February 15, 2023, (3) requires Xeriant to pay approximately $113,000 for related to patent filings, which will be credited against the $2,000,000 Capital Contribution; and (4) requires Movychem to timely provide materials and information to Xeriant. Auctus Fund, LLC Senior Secured Promissory Note The Company is in active negotiations with Auctus Fund, LLC, to extend the maturity date of the Senior Secured Promissory Note, which became due and payable on November 1, 2022. At this time, there is no assurance that Company will be successful in these efforts. Conversion of Series A Preferred Effective on October 24, 2022, Karolus Maximus Kapital Inc. converted 10,237 Series A Preferred shares into 10,237,000 common shares. | NOTE 13 – SUBSEQUENT EVENTS Effective August 1, 2022, the Company entered into an Amendment to Senior Secured Promissory Note (the “First Amendment”) with Auctus Fund, LLC (“Auctus”) pursuant to which the parties agreed to amend the Company’s Senior Secured Convertible Promissory Note in the principal amount of $6,050,000 dated October 27, 2021 (the “Note”) issued to Auctus. The Amendment (i) extended the maturity date of the Note to November 1, 2022 and (ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to November 1, 2022. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of Common Stock dated July 26, 2022 (the “Warrant”) at an exercise price of $0.09 per share; (ii) make a prepayment of the Note in the amount of $100,000; and (iii) cause a director of the Company to cancel his 10b-5(1) Plan. Effective November 9 ,2022, the Company entered into a second amendment pursuant to which the maturity date was extended to the earliest to occur of the an uplist to the Nasdaq Stock market or February 15, 2023. In consideration of the new amendment, the Company agreed to grant to Auctus a new warrant to purchase 25,000,000 shares and make a prepayment of $25,000 within three business days from the effective date of the amendment and three additional prepayments of $25,000 on December 1, 2022, January 3, 2022 and February 1, 2023. In July 2022, the Company issued 1,000,000 shares of common stock in exchange for the conversion of 1,000 shares of Series A Preferred Stock. In July 2022, the Company issued 457,143 shares to a consultant for services. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | The consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, and Eco-Aero, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. | The consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, and Eco-Aero, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. |
Going concern | The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2022 and June 30, 2022, the Company had $498,039 and $1,065,945 in cash and $5,551,721 and $3,002,259 in negative working capital, respectively. For the three months ended September 30, 2022 and 2021, the Company had a net loss of $4,817,521 and $4,447,915, 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. | |
Principles of Consolidation | The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC, and Eco-Aero, LLC. All significant intercompany balances and transactions have been eliminated. | The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC, and Eco-Aero, LLC. All significant intercompany balances and transactions have been eliminated. |
Going Concern | The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2022 and 2021, the Company had $1,065,945 and $962,540 in cash and $3,002,259 in negative working capital and $677,257 in working capital, respectively. For the year ended June 30, 2022 and 2021, the Company had a net loss of $15,882,195 and $2,702,602, 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. | |
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. | 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. The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements. | 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. The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements. |
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. | 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. |
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 year ended June 30, 2022, the Company recorded a BCF in the amount of $2,615,419. | 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 year ended June 30, 2022, the Company recorded a BCF in the amount of $2,615,419. |
Research and Development Expenses | Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $2,340,575 for the three months ended September 30, 2022 and 2021, respectively. | Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $5,267,581 and $373,112 for the years ended June 30, 2022 and 2021, respectively. |
Advertising and Marketing Expenses | The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $15,442 and $168,087 for the three months ended September 30, 2022 and 2021, respectively. | The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $651,567 and $1,047,120 for the years ended June 30, 2022 and 2021, 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 more likely than not 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 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. | 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 more likely than not 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 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. |
Basic Income (Loss) Per Share | Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. | Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The table below presents the computation of basic and diluted earnings per share for the years ended June 30, 2022 and 2021: For the year ended June 30, 2022 For the year ended June 30, 2021 Numerator: Net loss $ (15,882,195 ) $ (2,702,602 ) Denominator: Weighted average common shares outstanding—basic 345,160,167 225,497,197 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 345,160,167 225,497,197 Net loss per share: Basic $ (0.05 ) $ (0.01 ) Diluted $ (0.05 ) $ (0.01 ) |
Stock-based Compensation | The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. | |
Stock-based Compensation | The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | ||
Schedule of Basic Income (Loss) Per Share | For the three months ended September 30, 2022 For the three months ended September 30, 2021 Numerator: Net loss $ (4,810,096 ) $ (3,270,099 ) Denominator: Weighted average common shares outstanding—basic 361,552,863 225,497,197 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 361,552,863 225,497,197 Net loss per share: Basic $ (0.01 ) $ (0.01 ) Diluted $ (0.01 ) $ (0.01 ) | For the year ended June 30, 2022 For the year ended June 30, 2021 Numerator: Net loss $ (15,882,195 ) $ (2,702,602 ) Denominator: Weighted average common shares outstanding—basic 345,160,167 225,497,197 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 345,160,167 225,497,197 Net loss per share: Basic $ (0.05 ) $ (0.01 ) Diluted $ (0.05 ) $ (0.01 ) |
OPERATING LEASE RIGHTOFUSE AS_2
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
Summary of Operating lease liability | September 30, 2022 Office lease $ 129,667 Less: current portion (50,647 ) Long term portion 79,020 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2023 45,589 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 144,901 Present value discount (15,235 ) Lease liability $ 129,667 | |
Summary of Right-of-use assets, net | September 30, 2022 Office lease $ 220,448 Less: accumulated amortization (103,011 ) Right -of- use asset, net $ 117,437 | Right-of-use asset is summarized below: June 30, 2022 Office lease $ 220,448 Less: accumulated amortization (92,106 ) Right -of- use asset, net $ 128,342 Operating lease liability is summarized below: June 30, 2022 Office lease $ 141,160 Less: current portion (48,963 ) Long term portion 92,197 Maturity of the lease liability is as follows: Fiscal year ending June 30, 2023 60,392 Fiscal year ending June 30, 2024 62,201 Fiscal year ending June 30, 2025 37,112 159,705 Present value discount (18,545 ) Lease liability $ 141,160 |
Schedule of rent periods | November 1, 2019 to October 31, 2020 $ 4,367 November 1, 2020 to October 31, 2021 $ 4,498 November 1, 2021 to October 31, 2022 $ 4,633 November 1, 2022 to October 31, 2023 $ 4,772 November 1, 2023 to October 31, 2024 $ 4,915 November 1, 2024 to January 31, 2025 $ 5,063 | |
Schedule of Rent periods | November 1, 2019 to October 31, 2020 $ 4,367 November 1, 2020 to October 31, 2021 $ 4,498 November 1, 2021 to October 31, 2022 $ 4,633 November 1, 2022 to October 31, 2023 $ 4,772 November 1, 2023 to October 31, 2024 $ 4,915 November 1, 2024 to January 31, 2025 $ 5,063 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
CONVERTIBLE NOTES PAYABLE (Tables) | ||
Schedule of convertible notes payable | September 30, June 30, Convertible Notes Payable 2022 2022 Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC $ 5,950,000 $ 6,050,000 Total face value 5,950,000 6,050,000 Less unamortized discount - (2,113,815 ) Carrying value $ 5,950,000 $ 3,936,185 | June 30, June 30, Convertible Notes Payable 2022 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) - - Convertible notes payable issued August 10, 2021 (6% interest) - - Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC 6,050,000 - Total face value 6,050,000 167,550 Less unamortized discount (2,113,815 ) (9,354 ) Carrying value $ 3,936,185 $ 158,196 |
Schedule of loss on extinguishment on convertible debt instrument | Reacquisition Price: Modified convertible debt instrument 5,950,000.00 Fair value of warrants 1,918,393 Cash payment 100,000 Carrying Value of Original Instrument Original convertible debt instrument 6,050,000 Debt discount - warrant (707,585 ) Original issue discount (341,692 ) Debt discount - BCF (602,696 ) Carrying value of original debt 4,398,027 Loss on extinguishment 3,570,366 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
EQUITY | |
Summary of Significant inputs and results arising from the black-scholes | Quoted market price on valuation date $0.169 - $0.23 Exercise prices $0.12 Range of expected term 1.55 Years – 2.49 Years Range of market volatility: Range of equivalent volatility 215.12% - 275.73 % Range of interest rates 0.20% - 0.47 % |
NONCONTROLLING INTEREST (Tables
NONCONTROLLING INTEREST (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
NONCONTROLLING INTEREST (Tables) | |
Schedule of stock options activity | Number of Options Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - Granted 21,250,000 0.12 Exercised - - Canceled - - Outstanding at June 30, 2022 21,250,000 $ 0.12 2.1 $ - Exercisable at June 30, 2022 9,375,000 $ 0.12 2.1 $ - |
Schedule of Black-Scholes process | Quoted market price on valuation date $0.169 - $0.23 Exercise prices $0.12 Range of expected term 1.55 Years – 2.49 Years Range of market volatility: Range of equivalent volatility 215.12% - 275.73% Range of interest rates 0.20% - 0.47% |
Schedule of stock warrants activity | Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 8,848,333 $ 0.03 0.94 - Granted 50,968,828 0.1187 4.6 - Exercised (4,305,000 ) - Canceled - - Outstanding at June 30, 2022 55,512,161 $ 0.111 4.0 $ - Vested and expected to vest at June 30, 2022 55,512,161 $ 0.111 4.0 $ - Exercisable at June 30, 2022 55,512,161 $ 0.111 4.0 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
INCOME TAXES | |
Schedule of components of deferred income tax assets | At June 30, 2022 and 2021, the significant components of the deferred tax assets are summarized below: 2022 2021 Deferred income tax asset Net operating loss carryforwards $ 5,860,409 3,237,960 Book to tax differences in intangible assets - Total deferred income tax asset 5,860,409 3,237,960 Less: valuation allowance (5,860,409 ) (3,237,960 ) Total deferred income tax asset $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Net loss | $ (4,810,096) | $ (3,270,099) | ||
Numerator: | ||||
Weighted average common shares outstanding-basic | 361,552,863 | 225,497,197 | 345,160,167 | 225,497,197 |
Dilutive common stock equivalents | 0 | 0 | 0 | 0 |
Net loss | $ (15,882,195) | $ (2,702,602) | ||
Weighted average common shares outstanding-diluted | 361,552,863 | 225,497,197 | 345,160,167 | 225,497,197 |
Basic | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.01) |
Diluted | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Research and development expenses | $ 0 | $ 2,340,575 | $ 5,267,581 | $ 373,112 |
Cash | 498,039 | 1,065,945 | 962,540 | |
Working capital | (5,551,721) | (3,002,259) | (3,002,259) | |
Net Loss | (4,817,521) | (4,447,915) | (15,882,195) | (2,702,602) |
Net loss | 4,817,521 | 4,447,915 | 15,882,195 | 2,702,602 |
Advertising expenses | $ 15,442 | $ 168,087 | 651,567 | 1,047,120 |
Debt instrument, convertible, beneficial conversion feature | 2,615,419 | |||
Offering costs | $ 0 | $ 0 | ||
Income tax positions percentage description | greater than 50% |
JOINT VENTURE (Details Narrativ
JOINT VENTURE (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||
Apr. 02, 2022 | Aug. 01, 2022 | May 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | May 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Nov. 24, 2020 | Nov. 17, 2020 | Aug. 26, 2020 | |
Purchase number of share common stock | 25,000,000 | ||||||||||
Exercise price | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.28 | $ 0.015 | $ 0.015 | $ 0.049 | ||||
Joint Venture With Movychem [Member] | |||||||||||
Ownership owned percentage | 50% | ||||||||||
Company payment | $ 2,000,000 | ||||||||||
Purchase number of share common stock | 170,000,000 | ||||||||||
Exercise price | $ 0.01 | ||||||||||
Contribution amount | $ 214,014 | $ 115,356 | |||||||||
Joint Venture With XTI Aircraft [Member] | |||||||||||
Ownership owned percentage | 50% | ||||||||||
Initial deposit | $ 1,000,000 | ||||||||||
financial commitment agreegate amount | 10,000,000 | ||||||||||
Investment obligation | $ 10,000,000 |
CONCENTRATION OF CREDIT RISKS (
CONCENTRATION OF CREDIT RISKS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
Cash in excess of FDIC insurance | $ 243,598 | $ 811,429 |
OPERATING LEASE RIGHT OF USE AS
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
November 1, 2022 to October 31, 2023 [Member] | ||
Base rent | $ 4,772 | $ 4,772 |
November 1 2020 to October 1 2021 [Member] | ||
Base rent | 4,498 | 4,498 |
November 1 2023 to October 1 2024 [Member] | ||
Base rent | 4,915 | 4,915 |
November 1, 2024 to January 31, 2025 [Member] | ||
Base rent | 5,063 | 5,063 |
November 1, 2021 to October 31, 2022 [Member] | ||
Base rent | 4,633 | 4,633 |
November 1, 2019 to October 31, 2020 [Member] | ||
Base rent | $ 4,367 | $ 4,367 |
OPERATING LEASE RIGHT OF USE _2
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 1) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 220,448 | $ 220,448 |
Less accumulated amortization | (103,011) | (92,106) |
Right-of-use assets net | $ 117,437 | $ 128,342 |
OPERATING LEASE RIGHT OF USE _3
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 2) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY | |||
Office lease | $ 129,667 | $ 141,160 | |
Less current portion | (50,647) | (48,963) | |
Long term portion | 79,020 | 92,197 | $ 141,160 |
Fiscal year ending June 30 2023 | 45,589 | 60,392 | |
Fiscal year ending June 30 2024 | 62,201 | 62,201 | |
Fiscal year ending June 30 2025 | 37,112 | 37,112 | |
Maturity of the lease liability is as follows | |||
Lease liability Gross | 144,901 | 159,705 | |
Present value discount | (15,235) | (18,545) | |
Lease liability | $ 129,667 | $ 141,160 |
OPERATING LEASE RIGHT OF USE _4
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Borrowing Interest Rate | 10% | 10% |
Prepaid rent | $ 4,659 | $ 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. | 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 |
EXCHANGE AGREEMENT (Details Nar
EXCHANGE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | ||||
Apr. 16, 2019 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2019 | |
Banjo & Matilda, Inc and American Aviation Technologies LLC [Member] | Exchange Agreement [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||
Business Combination, consideration transferred, Equity Interest of acquirer, series A preferred stock, Percentage | 86.39% | ||||
Series A Preferred Shares [Member] | |||||
Preferred stock, shares issued | 780,132 | 781,132 | 788,270 | ||
Series A Preferred Shares [Member] | Xeriant [Member] | |||||
Preferred stock, shares issued as compensation | 170,000 | ||||
Preferred stock, shares issued | 193,637 | ||||
Liabilities | $ 2,608,224 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Total face value | $ 5,950,000 | $ 6,050,000 | $ 167,550 |
Less unamortized discount | 0 | (2,113,815) | (9,354) |
Carrying value | 5,950,000 | 3,936,185 | 158,196 |
Convertible notes payable issued January 5, 2021 | |||
Total face value | 6,050,000 | 25,000 | |
Convertible notes payable issued January 11, 2021 | |||
Total face value | 0 | 142,550 | |
Convertible notes payable issued August 9, 2021 | |||
Total face value | 0 | 0 | |
Convertible notes payable issued August 10, 2021 | |||
Total face value | 0 | 0 | |
Convertible notes payable issued October 27, 2021 | |||
Total face value | $ 5,950,000 | $ 6,050,000 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 26, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Reacquisition Price | |||||
Modified convertible debt instrument | $ 5,950,000 | ||||
Fair value of warrants | 1,918,393 | ||||
Cash payment | 100,000 | ||||
Carrying Value of Original Instrument | |||||
Original convertible debt instrument | 6,050,000 | ||||
Debt discount - warrant | (707,585) | ||||
Original issue discount | (341,692) | ||||
Debt discount - BCF | (602,696) | ||||
Carrying value of original debt | 4,398,027 | ||||
Loss on an extinguishment | $ (186,954) | $ 3,570,366 | $ 535 | $ 186,954 | $ (535) |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 26, 2022 | Oct. 27, 2021 | Aug. 26, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total face value | $ 5,950,000 | $ 6,050,000 | $ 167,550 | |||||
Carrying value of convertible notes payable, net of discount | 5,950,000 | 3,936,185 | 158,196 | |||||
Amortization of debt discount | $ 907,500 | 4,629,089 | 303,942 | |||||
Debt instrument converted principal amount | $ 6,050,000 | 0 | $ 117,893 | |||||
Carrying value of convertible notes payable, net of discount | 5,590,000 | 3,936,185 | ||||||
Aggregate warrant issued of common stock | 50,968,828 | |||||||
Fair value of warrant | $ 2,777,081 | |||||||
Fair value of beneficial conversion feature associated with convertible debt Additional paid in capital | 2,365,419 | |||||||
Interest expenses | 138,943 | 7,409 | ||||||
Conversion price | $ 0.1187 | |||||||
Offering price per share | 75% | |||||||
Purchase price | $ 5,142,500 | |||||||
Professional fees | 433,550 | 90,060 | 29,541 | 444,012 | 190,693 | |||
Amortization of debt discount | 461,482 | |||||||
Carrying value of Auctus note | 5,950,000 | 3,936,185 | ||||||
Loss on an extinguishment | $ 186,954 | (3,570,366) | (535) | $ (186,954) | 535 | |||
Amortization of debt discount | 461,842 | 149,028 | 4,629,089 | $ 303,942 | ||||
Convertible notes payable, aggregate face value | $ 250,000 | |||||||
Senior Secured Note [Member] | Secured Debt [Memebr] | Auctus Fund, LLC [Member] | ||||||||
Debt instrument converted principal amount | $ 6,050,000 | |||||||
Aggregate warrant issued of common stock | 50,968,828 | |||||||
Fair value of warrant | $ 2,777,081 | |||||||
Fair value of beneficial conversion feature associated with convertible debt Additional paid in capital | 2,365,419 | |||||||
Conversion price | $ 0.1187 | |||||||
Offering price per share | 75% | |||||||
Purchase price | $ 5,142,500 | |||||||
Professional fees | 433,550 | |||||||
Original issue discount | $ 907,500 | |||||||
Exercise price | $ 0.1187 | |||||||
Promissory Note [Member] | Secured Debt [Memebr] | Auctus Fund, LLC [Member] | October 27, 2021 [Member] | ||||||||
Debt instrument converted principal amount | $ 6,050,000 | |||||||
Exercise price | $ 0.09 | |||||||
Maturity date | Nov. 01, 2022 | |||||||
New warrant to purchase shares of Common Stock | 25,000,000 | |||||||
Prepayment of the Note | $ 100,000 | |||||||
Loss on an extinguishment | $ (3,570,366) | |||||||
Warrants [Member] | ||||||||
Warrants Issued | 8,848,333 | |||||||
Exercise price | $ 0.025 | |||||||
Fair value | $ 156,225 | |||||||
Between September 27 2019 and Aug 10 2021 [Member] | ||||||||
Amortization of debt discount | 149,028 | |||||||
Debt Instrument Convertible Beneficial Conversion Feature remaining | 892,300 | |||||||
Interest expenses | $ 2,389 | |||||||
Convertible notes payable, aggregate face value | 892,300 | |||||||
Convertible note payable issued by AAT | $ 342,950 | $ 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. | 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 $.06 per share | ||||||
Interest rate | 6% | 6% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 13, 2022 | Jul. 31, 2022 | Aug. 26, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock issued during period, shares, issued for services | 457,143 | 457,143 | |||||
Stock issued during period, value, issued for services | $ 48,000 | $ 200,454 | $ 48,000 | $ 541,100 | $ 761,954 | $ 1,275,703 | |
Keystone Business Development Partners [Member] | |||||||
Consulting fees | 5,000 | 7,500 | 40,425 | 20,000 | |||
Accrued liability | 0 | 30,000 | |||||
Ancient Investments, LLC | |||||||
Consulting fees | 55,000 | 33,000 | 184,000 | 98,000 | |||
Accrued liability | 15,000 | 22,000 | 0 | ||||
Edward DeFeudis | |||||||
Consulting fees | 20,000 | 24,000 | 122,000 | 40,000 | |||
Accrued liability | 10,000 | 0 | |||||
AMP Web Services | |||||||
Consulting fees | 14,000 | $ 18,000 | 86,000 | 49,500 | |||
Accrued liability | $ 7,000 | $ 7,000 | $ 0 | ||||
Stock issued during period, shares, issued for services | 4,090,909 | ||||||
Stock issued during period, value, issued for services | $ 13,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 07, 2021 | Mar. 28, 2022 | Jan. 20, 2022 | Aug. 20, 2021 | Aug. 19, 2021 | Aug. 09, 2021 | Jul. 28, 2021 | Jul. 06, 2021 | Jan. 22, 2021 | Jan. 18, 2021 | Oct. 27, 2020 | Sep. 30, 2022 | Nov. 10, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common shares cash amount paid per meeting | $ 0 | $ 1,668,500 | $ 1,548,000 | $ 2,078,500 | $ 1,648,000 | ||||||||||||
Financial Advisory Agreements [Member] | |||||||||||||||||
Stock issued during priod shares new issues | 500,000 | ||||||||||||||||
Issued share payable | 500,000 | 5,000,000 | |||||||||||||||
Financing fees 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 | 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 Description | 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%) | 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 | 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 | ||||||||||||||
Financial Advisory Agreements One [Member] | |||||||||||||||||
Stock issued during priod shares new issues | 2,225,000 | 2,225,000 | 2,225,000 | ||||||||||||||
Issue of initial shares | 1,500,000 | 2,225,000 | |||||||||||||||
Issue common shares payable | 2,225,000 | 2,225,000 | 2,225,000 | 2,225,000 | |||||||||||||
Cash fee percent of amount capital raised | 7% | 7% | 7% | ||||||||||||||
Advisory Board [Member] | |||||||||||||||||
Common shares cash amount paid per meeting | $ 2,500 | $ 2,500 | $ 5,000 | $ 2,500 | $ 25,000 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | |||||||
Stock issued during priod shares new issues | 150,000 | 250,000 | 100,000 | 50,000 | 250,000 | 25,000 | 50,000 | 300,000 | 500,000 | 500,000 | 500,000 | ||||||
Issue of initial shares | 1,500,000 | 1,500,000 | |||||||||||||||
Issue of second tranche shares | 50,000 | ||||||||||||||||
Additional bonus paid common shares issued for services | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||
Issue of remaining shares | 500,000 | ||||||||||||||||
Warrant options to common shares | 50,000 | 5,000,000 | 5,000,000 | 50,000 | 25,000 | 300,000 | 1,000,000 | ||||||||||
Common stock shares issuedsold price per share | $ 0.12 | $ 0.12 | |||||||||||||||
Common share opened a strategic bonus | 25,000 | 25,000 | 5,000,000 | 250,000 | |||||||||||||
Advisory Board [Member] | July 1 2020 [Member] | |||||||||||||||||
Common shares cash amount paid per meeting | $ 2,500 | $ 2,500 | |||||||||||||||
Stock issued during priod shares new issues | 50,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Additional bonus paid common shares issued for services | $ 25,000 | $ 25,000 | |||||||||||||||
Warrant options to common shares | 2,250,000 | 4,000,000 | 25,000 | 1,000,000 | 1,000,000 | ||||||||||||
Common stock shares issuedsold price per share | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |||||||||||||
Average market price | 25% | 25% | |||||||||||||||
Option to purchase shares | $ 5,000,000 | $ 5,000,000 |
EQUITY (Details)
EQUITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | May 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Nov. 24, 2020 | Nov. 17, 2020 | Aug. 26, 2020 | |
Quoted market price on valuation date | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.28 | $ 0.015 | $ 0.015 | $ 0.049 | |
Stock Option [Member] | ||||||||
Exercise price | $ 0.12 | 0.12 | ||||||
Minimum [Member] | Stock Option [Member] | ||||||||
Quoted market price on valuation date | $ 0.169 | $ 0.169 | ||||||
Range of expected term | 1 year 6 months 18 days | 1 year 6 months 18 days | ||||||
Range of interest rate | 0.20% | 0.20% | ||||||
Range of equivalent volatility | 215.12% | 215.12% | ||||||
Maximum [Member] | Stock Option [Member] | ||||||||
Quoted market price on valuation date | $ 0.23 | $ 0.23 | ||||||
Range of expected term | 2 years 5 months 26 days | 2 years 5 months 26 days | ||||||
Range of interest rate | 0.47% | 0.47% | ||||||
Range of equivalent volatility | 275.73% | 275.73% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 13, 2022 | Jul. 11, 2022 | Feb. 09, 2021 | Sep. 08, 2020 | Jul. 31, 2022 | Apr. 26, 2021 | Jan. 29, 2021 | Oct. 30, 2020 | Aug. 26, 2020 | Jul. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 07, 2021 | Mar. 27, 2021 | Mar. 22, 2021 | Feb. 15, 2021 | Nov. 24, 2020 | Nov. 17, 2020 | |
Common stock authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||
Common stock shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Additional common shares issued as financing costs | 845,936 | ||||||||||||||||||||
Common stock shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Common stock shares outstanding | 365,696,144 | 364,239,001 | 292,815,960 | ||||||||||||||||||
Share issued for exchange conversion, shares | 1,000,000 | 7,138,000 | |||||||||||||||||||
Conversion of Stock in Principle amount | $ 127,150 | $ 30,000 | $ 167,550 | ||||||||||||||||||
Conversion of Series A Preferred to Common Stock, shares | 1,000 | 7,138 | |||||||||||||||||||
Conversion of Stock in accured interest | $ 2,709 | $ 444 | $ 4,985 | ||||||||||||||||||
Stock issued during period shares issued for services | 457,143 | 457,143 | |||||||||||||||||||
Loss on settlement in debt | $ 186,954 | $ (3,570,366) | $ (535) | $ (186,954) | 535 | ||||||||||||||||
Stock issued during period value issued for services | $ 48,000 | $ 200,454 | $ 48,000 | 541,100 | $ 761,954 | $ 1,275,703 | |||||||||||||||
Share sold during period, shares | 12,075,001 | 39,366,666 | 833,333 | 50,000 | 1,700,000 | 1,700,000 | |||||||||||||||
Share sold during period, values | $ 1,497,000 | $ 2,078,500 | $ 100,000 | $ 13,800 | $ 25,500 | $ 25,500 | |||||||||||||||
Common stock issued for prior period conversions of principal and interest | 19,595,442 | 1,014,798 | 10,598,544 | ||||||||||||||||||
Common stock shares issued | 365,696,144 | 365,239,001 | 292,815,960 | ||||||||||||||||||
Conversion of convertible notes payable | $ 250,000 | ||||||||||||||||||||
Accrued interest | $ 3,749 | ||||||||||||||||||||
Common stock share issued for conversion | 4,229,680 | ||||||||||||||||||||
Price per share | $ 0.049 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.28 | $ 0.015 | $ 0.015 | ||||||||||||||
Common stock shares issued | 365,696,144 | 365,239,001 | 292,815,960 | ||||||||||||||||||
Common stock shares outstanding | 365,696,144 | 364,239,001 | 292,815,960 | ||||||||||||||||||
Aggregate relative fair value | $ 134,927 | ||||||||||||||||||||
Stock issued during period shares issued for services | 4,090,909 | 4,685,615 | |||||||||||||||||||
Payment for service performed | $ 13,500 | ||||||||||||||||||||
Common shares issued during period value | $ 0 | 1,668,500 | $ 1,548,000 | $ 2,078,500 | $ 1,648,000 | ||||||||||||||||
Preferred stock share converted | 44,367 | ||||||||||||||||||||
Common stock share converted | 44,366,919 | ||||||||||||||||||||
Number of shares Options outstanding | 0 | ||||||||||||||||||||
Number of shares Stock options exercisable | 9,375,000 | ||||||||||||||||||||
Stock options weighted average remaining term | 2 years 1 month 6 days | ||||||||||||||||||||
Compensation expense | $ 3,248,181 | ||||||||||||||||||||
Fair value of stock option | $ 3,964,207 | ||||||||||||||||||||
Stock options issued | 21,250,000 | ||||||||||||||||||||
Exercise price | $ 0.12 | ||||||||||||||||||||
Total unrecognized compensation | $ 702,166 | ||||||||||||||||||||
Common shares issued during period value | 1,668,500 | $ 2,078,500 | $ 1,648,000 | ||||||||||||||||||
Spider Investments, LLC | |||||||||||||||||||||
Share returned to treasury | 41,000 | ||||||||||||||||||||
March 22 2021 [Member] | |||||||||||||||||||||
Share sold during period, shares | 50,000 | ||||||||||||||||||||
Price per share | $ 0.05 | $ 0.46 | |||||||||||||||||||
Share sold during period, value | $ 22,750 | ||||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||||
Common shares issued during period shares | 250,000 | ||||||||||||||||||||
Common shares issued during period value | $ 43,753 | ||||||||||||||||||||
Advisory board Member | |||||||||||||||||||||
Price per share | $ 0.51 | $ 0.044 | |||||||||||||||||||
Common stock shares issued for services | 50,000 | 300,000 | |||||||||||||||||||
Common stock shares issued for services value | $ 25,500 | $ 13,200 | |||||||||||||||||||
Investment Relation [Member] | December 1 2020 [Member] | |||||||||||||||||||||
Stock issued during period shares issued for services | 4,685,615 | ||||||||||||||||||||
Stock issued during period value issued for services | $ 100,000 | ||||||||||||||||||||
Price per share | $ 0.05 | ||||||||||||||||||||
Investment Relation One [Member] | December 1 2020 [Member] | |||||||||||||||||||||
Stock issued during period shares issued for services | 18,000,000 | ||||||||||||||||||||
Stock issued during period value issued for services | $ 900,000 | ||||||||||||||||||||
Price per share | $ 0.05 | ||||||||||||||||||||
CEO | |||||||||||||||||||||
Preferred stock shares issued | 1,000,000 | ||||||||||||||||||||
Common Stock To Be Issued [Member] | |||||||||||||||||||||
Stock issued during period shares issued for services | 96,835,648 | 250,000 | |||||||||||||||||||
Stock issued during period value issued for services | $ 45,950 | ||||||||||||||||||||
Common Stock To Be Issued [Member] | Tranche One [Member] | |||||||||||||||||||||
Price per share | $ 0.03 | ||||||||||||||||||||
Common shares issued during period value | $ 6,000 | ||||||||||||||||||||
Common shares issued during period shares | 16,011,818 | 200,000 | |||||||||||||||||||
American Aviation Technologies LLC [Member] | |||||||||||||||||||||
Preferred stock, shares rescinded | 1,250,001 | 990,000 | |||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||||
Number of shares Options outstanding | 21,250,000 | ||||||||||||||||||||
Number of shares Stock options exercisable | 10,343,750 | ||||||||||||||||||||
Stock options weighted average remaining term | 1 year 10 months 9 days | ||||||||||||||||||||
Compensation expense | $ 306,170 | $ 1,060,324 | |||||||||||||||||||
Fair value of stock option | $ 3,964,207 | ||||||||||||||||||||
Stock options issued | 21,250,000 | ||||||||||||||||||||
Exercise price | $ 0.12 | ||||||||||||||||||||
Total unrecognized compensation | $ 395,946 | ||||||||||||||||||||
Stock Option [Member] | Minimum [Member] | |||||||||||||||||||||
Price per share | $ 0.169 | 0.169 | |||||||||||||||||||
Stock Option [Member] | Maximum [Member] | |||||||||||||||||||||
Price per share | $ 0.23 | $ 0.23 | |||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Aggregate relative fair value | $ 2,777,081 | ||||||||||||||||||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | $ 128,550 | |||||||||||||||||||
Number of warrants Outstanding | 55,512,161 | 55,512,161 | |||||||||||||||||||
Number of warrants exercised | 4,305,000 | 4,308,600 | |||||||||||||||||||
Wighted average remaining useful life of warrants | 4 years | ||||||||||||||||||||
Warrants [Member] | Minimum [Member] | |||||||||||||||||||||
Warrant term | 2 years | 2 years | |||||||||||||||||||
Warrant exercise price | $ 0.025 | $ 0.1187 | |||||||||||||||||||
Warrants [Member] | Maximum [Member] | |||||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||||
Warrant exercise price | $ 0.1187 | $ 0.025 | |||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||
Preferred stock shares par value | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Preferred stock shares designated | 3,500,000 | 3,500,000 | |||||||||||||||||||
Preferred stock shares issued | 780,132 | 788,270 | |||||||||||||||||||
Preferred stock, shares rescinded | 990,000 | ||||||||||||||||||||
Preferred stock shares outstanding | 781,132 | 788,270 | |||||||||||||||||||
Series A Preferred Shares [Member] | |||||||||||||||||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||
Preferred stock shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock shares designated | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||||||||
Voting description | 100 votes to every one share of common stock | ||||||||||||||||||||
Conversion description | 1:1,000 basis | ||||||||||||||||||||
Preferred stock shares issued | 780,132 | 781,132 | 788,270 | ||||||||||||||||||
Preferred stock shares outstanding | 780,132 | 781,132 | 788,270 | ||||||||||||||||||
Preferred stock, shares rescinded | 1,760,000 | ||||||||||||||||||||
Series B Preferred Shares [Member] | |||||||||||||||||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||
Preferred stock shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock shares designated | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Series A Preferred Stock shares [Member] | |||||||||||||||||||||
Share issued for exchange conversion, shares | 1,000,000 | ||||||||||||||||||||
Conversion of Series A Preferred to Common Stock, shares | 1,000 | ||||||||||||||||||||
Preferred stock shares authorized | 100,000,000 | ||||||||||||||||||||
Preferred stock shares par value | $ 0.00001 | ||||||||||||||||||||
Preferred stock shares designated | 3,500,000 | ||||||||||||||||||||
Voting description | 100 votes to every one share of common stock | ||||||||||||||||||||
Conversion description | 1:1,000 basis | ||||||||||||||||||||
Preferred stock shares issued | 780,132 | 781,132 | |||||||||||||||||||
Preferred stock shares outstanding | 780,132 | 781,132 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding, Beginning | 0 |
Grants | 21,250,000 |
Exercised | 0 |
Canceled | 0 |
Outstanding at Ending | $ | $ 21,250,000 |
Exercisable at Ending | 9,375,000 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0 |
Grants | $ / shares | 0.12 |
Exercised | $ / shares | $ 0 |
Canceled | 0 |
Outstanding at Ending | $ / shares | $ 0.12 |
Exercisable at Ending | $ / shares | $ 0.12 |
Weighted Average Remaining Contractual Term | |
Outstanding at Ending | 2 years 1 month 6 days |
Exercisable at Ending | 2 years 1 month 6 days |
Aggregate Intrinsic Value | |
Outstanding at Ending | $ | $ 0 |
Exercisable at Ending | $ | $ 0 |
NONCONTROLLING INTEREST (Deta_2
NONCONTROLLING INTEREST (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | May 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Nov. 24, 2020 | Nov. 17, 2020 | Aug. 26, 2020 | |
Price per share | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.28 | $ 0.015 | $ 0.015 | $ 0.049 | |
Stock Option [Member] | ||||||||
Exercise price | $ 0.12 | 0.12 | ||||||
Minimum [Member] | Stock Option [Member] | ||||||||
Price per share | $ 0.169 | $ 0.169 | ||||||
Range of expected term | 1 year 6 months 18 days | 1 year 6 months 18 days | ||||||
Range of interest rate | 0.20% | 0.20% | ||||||
Range of equivalent volatility | 215.12% | 215.12% | ||||||
Maximum [Member] | Stock Option [Member] | ||||||||
Price per share | $ 0.23 | $ 0.23 | ||||||
Range of expected term | 2 years 5 months 26 days | 2 years 5 months 26 days | ||||||
Range of interest rate | 0.47% | 0.47% | ||||||
Range of equivalent volatility | 275.73% | 275.73% |
NONCONTROLLING INTEREST (Deta_3
NONCONTROLLING INTEREST (Details 2) | 12 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Canceled | 0 |
Weighted average contractual term [Member] | |
Weighted average contractual term, beginning | 11 months 8 days |
Weighted average contractual term, granted | 4 years 7 months 6 days |
Weighted average contractual term, Exercised | 0 years |
Weighted average contractual term, Canceled | 0 years |
Weighted average contractual term, ending | 4 years |
Weighted average contractual term, Vested and expected to vest | 4 years |
Weighted average contractual term, Exercisable | 4 years |
Weighted Average Exercise Price [Member] | |
Weighted average exercise price, beginning | $ / shares | $ 0.03 |
Weighted average exercise price, granted | $ / shares | 0.1187 |
Weighted average exercise price, Exercised | $ / shares | 0 |
Weighted average exercise price, Canceled | $ / shares | 0 |
Weighted average exercise price, Ending | $ / shares | 0.111 |
Weighted average exercise price, Vested and expected to vest | $ / shares | 0.111 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.111 |
Warrants [Member] | |
Outstanding, Beginning | 8,848,333 |
Granted | 50,968,828 |
Warrant Exercised | (4,305,000) |
Canceled | 0 |
Outstanding,Ending | 55,512,161 |
Outstanding Vested and expected to vest | 55,512,161 |
Outstanding Exercisable | 55,512,161 |
NONCONTROLLING INTEREST (Deta_4
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | May 12, 2021 | May 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Nov. 24, 2020 | Nov. 17, 2020 | Aug. 26, 2020 | |
Compensation expense | $ 3,248,181 | |||||||||
Fair value of stock option | $ 3,964,207 | |||||||||
Stock options issued | 21,250,000 | |||||||||
Stock options exercisable | 9,375,000 | |||||||||
Stock options weighted average remaining term | 2 years 1 month 6 days | |||||||||
Price per share | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.28 | $ 0.015 | $ 0.015 | $ 0.049 | |||
Total unrecognized compensation | $ 702,166 | |||||||||
Aggregate relative fair value | 134,927 | |||||||||
American Aviation Technologies LLC [Member] | ||||||||||
Return of total membership units | 3,600,000 | |||||||||
Ownership reduced percentage | 64% | |||||||||
Warrants [Member] | ||||||||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | $ 128,550 | ||||||||
Number of warrants Outstanding | 55,512,161 | 55,512,161 | ||||||||
Aggregate relative fair value | $ 2,777,081 | |||||||||
Number of warrants exercised | 4,305,000 | 4,308,600 | ||||||||
Wighted average remaining useful life of warrants | 4 years | |||||||||
Warrants One [Member] | ||||||||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | |||||||||
Number of warrants Outstanding | 55,512,161 | 8,848,333 | ||||||||
Aggregate relative fair value | $ 2,777,081 | |||||||||
Number of warrants exercised | 4,305,000 | |||||||||
Wighted average remaining useful life of warrants | 4 years | |||||||||
Minimum [Member] | Warrants [Member] | ||||||||||
Warrant term | 2 years | 2 years | ||||||||
Warrant exercise price | $ 0.025 | $ 0.1187 | ||||||||
Maximum [Member] | Warrants [Member] | ||||||||||
Warrant term | 5 years | 5 years | ||||||||
Warrant exercise price | $ 0.1187 | $ 0.025 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred income tax asset | ||
Net operation loss carryforwards | $ 5,860,409 | $ 3,237,960 |
Book to tax differences in intangible assets | 0 | |
Total deferred income tax asset | 5,860,409 | 3,237,960 |
Less: valuation allowance | (5,860,409) | (3,237,960) |
Total deferred income tax asset | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||||
Nov. 09, 2022 | Nov. 07, 2022 | Jul. 13, 2022 | Oct. 24, 2022 | Aug. 01, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common stock issued | 1,000,000 | ||||||||
Exercise price | $ 0.09 | ||||||||
Prepayment of note Payable | $ 100,000 | ||||||||
Conversion of series A preferred stock | 1,000 | ||||||||
Stock issued during period shares issued for services | 457,143 | 457,143 | |||||||
Warrants granted to purchase common stock | 25,000,000 | ||||||||
Total face value | $ 5,950,000 | $ 6,050,000 | $ 167,550 | ||||||
Subsequent event [Member] | |||||||||
Warrants granted to purchase common stock | 25,000,000 | ||||||||
Capital contributions | $ 2,000,000 | ||||||||
Patent filings cost | $ 113,000 | ||||||||
Contribution Payable Description | Xeriant to pay approximately $113,000 for related to patent filings, which will be credited against the $2,000,000 Capital Contribution | ||||||||
Prepayment to purchase common stock | $ 25,000 | ||||||||
Additional prepayments | $ 25,000 | ||||||||
Subsequent event [Member] | Karolus Maximus Kapital Inc. [Member] | Series A Preferred Shares [Member] | |||||||||
Conversion of series A preferred stock | 10,237,000 | ||||||||
Converted preferred shares | 10,237 | ||||||||
Convertible notes payable issued October 27, 2021 | |||||||||
Total face value | $ 6,050,000 |