Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Oct. 12, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | XERIANT, INC. | ||
Entity Central Index Key | 0001481504 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jun. 30, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 401,033,144 | ||
Entity Public Float | $ 30.4 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-54277 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 27-1519178 | ||
Entity Address Address Line 1 | Innovation Centre 1 3998 FAU Boulevard | ||
Entity Address Address Line 2 | 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 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | Accell Audit & Compliance, PA | ||
Auditor Location | Tampa, Florida | ||
Local Phone Number | 491-9595 | ||
Security 12g Title | Common Stock, $0.00001 par value | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 3289 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 61,625 | $ 1,065,945 |
Prepaids | 4,529 | 756 |
Total current assets | 66,154 | 1,066,701 |
Deposits | 12,546 | 12,546 |
Property & equipment, net | 5,507 | 4,409 |
Operating lease right-of-use asset | 82,911 | 128,342 |
Investment in JV with Ebenberg LLC | 0 | 57,678 |
Total assets | 167,118 | 1,269,676 |
Current liabilities | ||
Accounts payable and accrued liabilities | 402,568 | 56,836 |
Accrued liabilities, related party | 20,000 | 22,000 |
Shares to be issued | 75,200 | 75,200 |
Convertible notes payable, net of discount - in default | 5,850,000 | 3,936,185 |
Convertible notes payable, net of discount | 100,000 | 0 |
Convertible bridge loans, at fair value | 247,254 | 0 |
Lease liability, current | 55,999 | 48,963 |
Total current liabilities | 6,751,021 | 4,139,184 |
Lease liability, long-term | 36,197 | 92,197 |
Total liabilities | 6,787,218 | 4,231,381 |
Stockholders' deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 389,433,144 and 365,239,001 shares issued and outstanding at June 30, 2023 and 2022, respectively | 3,894 | 3,652 |
Common stock to be issued | 51,950 | 51,950 |
Additional paid in capital | 19,789,793 | 16,351,791 |
Accumulated deficit | (23,638,461) | (16,571,505) |
Total stockholder's deficit | (3,792,806) | (164,094) |
Non-controlling interest | (2,827,294) | (2,797,611) |
Total stockholders' deficit | (6,620,100) | (2,961,705) |
Total liabilities and stockholders' deficit | 167,118 | 1,269,676 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | 8 | 8 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Stockholders' deficit | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 389,433,144 | 365,239,001 |
Common stock, shares outstanding | 389,433,144 | 365,239,001 |
Series A Preferred Shares [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares designated | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 757,395 | 781,132 |
Preferred stock, shares outstanding | 757,395 | 781,132 |
Series B Preferred Shares [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||
Consulting and advisory fees | $ 1,101,573 | $ 3,031,959 |
Related party consulting fees | 353,000 | 432,425 |
General and administrative expenses | 302,693 | 1,184,654 |
Professional fees | 271,021 | 444,012 |
Advertising and marketing expense | 23,348 | 651,567 |
Research and development expense | 0 | 5,267,581 |
Total operating expenses | 2,051,635 | 11,012,198 |
Loss from operations | (2,051,635) | (11,012,198) |
Other expenses: | ||
Amortization of debt discount | (461,842) | (4,629,089) |
Financing fees | 0 | (43,750) |
Interest expense | (10,566) | (138,944) |
Change in fair value of convertible bridge loans | (57,368) | 0 |
Loss on impairment of investment | (156,460) | 0 |
Loss from Ebenberg JV | (98,781) | (57,678) |
Loss on extinguishment of debt | (4,259,987) | (536) |
Total other expense | (5,045,004) | (4,869,997) |
Net loss | (7,096,639) | (15,882,195) |
Less net loss attributable to noncontrolling interest | (29,683) | (2,580,925) |
Net income attributable to common stockholders | $ (7,066,956) | $ (13,301,270) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.04) |
Weighted average number of common shares outstanding - basic and diluted | 375,098,691 | 345,160,167 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Series A Preferred Stocks [Member] | Series B, Preferred Stock | Common Stock | Additional Paid-In Capital | Common Stock To Be Issued | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Jun. 30, 2021 | 788,270 | 1,000,000 | 293,815,960 | |||||
Balance, amount at Jun. 30, 2021 | $ 705,306 | $ 8 | $ 10 | $ 2,938 | $ 4,138,181 | $ 51,090 | $ (3,270,235) | $ (216,686) |
Sale of common stock, shares | 39,366,666 | |||||||
Sale of common stock, amount | 2,078,501 | 0 | 0 | $ 394 | 2,166,057 | (87,950) | 0 | 0 |
Shares issued as equity kicker, shares | 250,000 | |||||||
Shares issued as equity kicker, amount | 43,750 | 0 | 0 | $ 3 | 43,747 | 0 | 0 | 0 |
Exercise of warrants, shares | 4,308,600 | |||||||
Exercise of warrants, amount | 128,550 | $ 0 | 0 | $ 43 | 128,507 | 0 | 0 | 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 | 0 | $ 71 | (71) | 0 | 0 | 0 |
Conversion of convertible notes and accrued interest, shares | 14,828,224 | |||||||
Conversion of convertible notes and accrued interest, amount | 426,819 | 0 | 0 | $ 148 | 429,761 | (3,090) | 0 | 0 |
Inducement of conversion-- interest expense, shares | 845,936 | |||||||
Inducement of conversion-- interest expense, amount | 134,929 | 0 | 0 | $ 8 | 134,921 | 0 | 0 | 0 |
Stock issued for services, shares | 4,685,615 | |||||||
Stock issued for services, amount | 761,954 | 0 | 0 | $ 47 | 670,007 | 91,900 | 0 | 0 |
Stock option compensation | 3,248,181 | 0 | 0 | 0 | 3,248,181 | 0 | 0 | 0 |
Beneficial conversion feature associated with convertible debt | 2,615,419 | 0 | 0 | 0 | 2,615,419 | 0 | 0 | 0 |
Warrants associated with convertible debt | 2,777,081 | 0 | 0 | 0 | 2,777,081 | 0 | 0 | 0 |
Net loss | (15,882,195) | $ 0 | $ 0 | $ 0 | 0 | 0 | (13,301,270) | (2,580,925) |
Balance, shares at Jun. 30, 2022 | 781,132 | 1,000,000 | 365,239,001 | |||||
Balance, amount at Jun. 30, 2022 | (2,961,705) | $ 8 | $ 10 | $ 3,652 | 16,351,791 | 51,950 | (16,571,505) | (2,797,611) |
Conversion of Series A Preferred to Common Stock, shares | (23,737) | 23,737,000 | ||||||
Conversion of Series A Preferred to Common Stock, amount | 0 | $ 0 | 0 | $ 237 | (237) | 0 | 0 | |
Stock issued for services, shares | 457,143 | |||||||
Stock issued for services, amount | 48,000 | 0 | 0 | $ 5 | 47,995 | 0 | 0 | 0 |
Stock option compensation | 702,116 | 0 | 0 | 0 | 702,116 | 0 | 0 | 0 |
Warrants associated with convertible debt | 2,688,128 | 0 | 0 | 0 | 2,688,128 | 0 | 0 | 0 |
Net loss | (7,096,639) | $ 0 | $ 0 | $ 0 | 0 | 0 | (7,096,956) | (29,683) |
Balance, shares at Jun. 30, 2023 | 757,395 | 1,000,000 | 389,433,144 | |||||
Balance, amount at Jun. 30, 2023 | $ (6,620,100) | $ 8 | $ 10 | $ 3,894 | $ 19,789,793 | $ 51,950 | $ (23,638,461) | $ (2,827,294) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (7,096,639) | $ (15,882,195) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 1,469 | 15,581 |
Stock option expense | 702,116 | 3,248,181 |
Stock issued for services | 48,000 | 761,954 |
Financing fees | 0 | 43,750 |
Inducement of conversion of debt | 0 | 134,929 |
Change in fair value of convertible bridge loans | 57,368 | 0 |
Loss on extinguishment of debt | 4,259,987 | 0 |
Loss from Ebenberg JV | 98,781 | 57,678 |
Loss on impairment of investment | 156,460 | 0 |
Amortization of debt discount | 461,842 | 4,629,089 |
Amortization of right of use asset | 45,431 | 40,867 |
Changes in operating assets and liabilities: | ||
Prepaids | (3,763) | 480 |
Accounts payable and accrued liabilities | 145,722 | (7,120) |
Accrued liability, related party | (2,000) | (3,000) |
Shares to be issued | 0 | 75,200 |
Lease liabilities | (48,964) | (42,643) |
Net cash from operating activities | (1,174,190) | (6,927,249) |
Cash Flows from Investing Activities | ||
Investment in JV Movychem | (197,563) | (115,356) |
Purchase of property and equipment | (2,567) | (19,990) |
Net cash from Investing activitie | (200,130) | (135,346) |
Cash Flows from Financing Activities | ||
Sale of common stock | 0 | 2,078,500 |
Cash from exercise of warrants | 0 | 128,550 |
Proceeds from convertible notes payable | 0 | 4,958,950 |
Proceeds from convertible bridge loans | 370,000 | 0 |
Net cash from financing activities | 370,000 | 7,166,000 |
Net change in cash | (1,004,320) | 103,405 |
Cash at beginning of period | 1,065,945 | 962,540 |
Cash at end of period | 61,625 | 1,065,945 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable and accrued interest | 0 | 426,819 |
Warrants issued with convertible notes payable | 2,688,128 | 2,777,081 |
Beneficial conversion feature arising from convertible notes payable | $ 0 | $ 2,615,419 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND NATURE OF BUSINESS | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Overview Xeriant, Inc. (the “Company”) is dedicated to the discovery, development and commercialization of advanced materials and technology related to next generation air and spacecraft, which can be successfully integrated and commercialized for deployment across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NexBoard™, an eco-friendly, patent-pending composite building panel made from plastic and cellulose waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction. Operating History The Company is a development-stage enterprise with a limited operating history with no sales, and operating losses since its inception. The Company has had two joint ventures, one in the area of aerospace that was effective May 27, 2021, and the other involving advanced materials that was effective April 2, 2022, and terminated June 30, 2023. Advanced Materials A primary focus of the 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, 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. Effective April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o, a Slovakian chemical ® On June 8, 2022, Xeriant announced the development of a multi-purpose, high-strength fire- and water-resistant composite panel made from a formulation of Retacell ® After experiencing a number of issues, including but not limited to Movychem’s unwillingness to provide material documentation, processes and information required for the exploitation of Retacell ® ® On July 11, 2023, Xeriant announced the successful testing of a proprietary high-volume production process for an environmentally friendly patent-pending composite construction panel (NexBoard”) that can be produced in the United States at industrial scale. This approach will enable the Company to unlock existing demand indicated by several homebuilders and developers seeking environmentally friendly construction panels in varying thicknesses and sizes, including standard 48” x 96” sheets, economically and with consistency and efficiency. On August 12, 2022, the Company filed the trademark “NexBoard,” for construction panels, namely, composite sheets and panels composed primarily of plastic, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing and decking. The trademark filing was intentionally broad and based upon demand for a general all-purpose construction panel made from a mixture of fire-retardant and recycled materials. Because of Movychem’s non-performance, as described above, Xeriant ceased paying Movychem $25,000 per month as required in the Joint Venture beginning December 2022. On February 13, 2023, Movychem formally requested dissolution of its Joint Venture with Xeriant, Ebenberg, LLC. On February 24, 2023, Xeriant provided a formal response to Movychem, highlighting its multiple and sustained lapses in collaborative efforts related to the commercialization of the Retacell ® ® ® On March 31, 2023, the Company filed a provisional patent application titled “Multilayered Fire-Resistant Polymer Composite and Method for Producing Same,” for a method of producing a unique fire-resistant thermoplastic and fiber composite material which may be formed or shaped into various construction products of different thicknesses and dimensions. This green material will be composed primarily of recycled plastic, cellulose and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. Subject to available capital, the Company is planning to build manufacturing facilities in the United States for the production of NexBoard in order to meet market demand, or alternatively license the technology and process. The Company has identified potential sites for near-term contract manufacturing, a pilot plant, and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and hired a managing director with decades of experience to oversee the projects. Aerospace Another area of interest for the 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. The Company plans 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. The Company’s plan to source and acquire strategic interests in leading aerospace companies developing breakthrough VTOL aircraft began in the second quarter of fiscal year 2021. Effective May 27, 2021, the Company 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 the joint venture with XTI, (referred to hereinafter as the “XTI JV”), the Company was involved in the successful completion of the preliminary design of the 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 of approximately $7 billion in gross revenue upon delivery of those aircraft. The purpose of the XTI JV, preliminary design review (PDR), had been achieved during the first quarter of fiscal year 2022. At that point, Xeriant had funded approximately $5.5 million into the XTI JV. On May 17, 2022, Xeriant signed a Letter Agreement with XTI related to the introduction of XTI to Inpixon, a Nasdaq-listed company. Under this Letter Agreement, if there was a combination or other transaction between XTI and Inpixon, Xeriant would receive compensation of 6 percent of XTI fully diluted pre-merger shares, and XTI would assume the obligations of Xeriant’s Senior Secured Note with Auctus Fund, LLC. On July 25, 2023, Inpixon filed an 8-K, announcing their intention to merge with XTI having executed an Agreement of Plan and Merger with XTI. The filing also showed that XTI had engaged in a transaction with Inpixon on March 10, 2023, receiving $300,000 in funding. Inpixon subsequently filed an S-4/A registration statement on October 6, 2023. In the area of aerospace, management believes that Xeriant can grow expeditiously by acquiring technology and assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, the Company offers its 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2023 | |
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 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 U.S. GAAP and presented in US dollars. The fiscal year end is June 30. Going Concern These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception and has an accumulated deficit of $23,638,461 as of June 30, 2023. During the year ended June 30, 2023, the Company’s net loss was $7,096,639 and at June 30, 2023, the Company had a working capital deficit of $6,684,867. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in approximately two months from October 12, 2023. Management’s plans include raising capital through the issuance of common stock and debt to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenue the foreseeable future. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Principles of Consolidation The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”), and Eco-Aero, LLC. The Company owns a 64% controlling interest of AAT; and a 50% interest in Eco-Aero, LLC, with control exercised through a majority membership in the management committee. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 consolidated 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 Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements 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. ASC subtopic 825-10, Financial Instruments The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures Cash and Cash Equivalents For the purposes of the consolidated 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. Impairment of Long-Lived Assets In accordance with ASC 360-10, Impairment and Disposal of Long Lived Asset Convertible Debentures The Company adopted the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 utilizing the modified retrospective method, which resulted in an immaterial impact to the Company. Prior to adoption of ASU 2020-06, if the conversion features of conventional convertible debt provided for a rate of conversion that is below market value at issuance, this feature was characterized as a beneficial conversion feature ("BCF"). A BCF was 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 was recorded net of the discount related to the BCF, and the Company amortized 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. During the years ended June 30, 2023 and 2022, the Company recognized $702,116 and $3,248,181 in stock-based compensation expense, respectively. Leases The Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the unaudited condensed consolidated statements of operations. Finance leases are recorded as a finance lease liability and property, plant and equipment asset, based on the present value of lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Investments The Company follows ASC 325-20, Cost Method Investments Research and Development Expenses Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $5,267,581 for the years ended June 30, 2023 and 2022, 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 $23,348 and $651,567 for the years ended June 30, 2023, and 2022, 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. The Company’s consolidated federal tax return and any state tax returns are not currently under examination. The Company follows ASC subtopic 740-10, Income Taxes Basic Income (Loss) Per Share Under the provisions of ASC 260, “ Earnings per Share Years ended June 30, 2023 2022 Warrants 104,802,161 55,512,161 Stock options 21,250,000 21,250,000 Convertible notes payable 62,283,909 50,968,829 Preferred stock 757,395,000 781,132,000 Total 945,731,070 908,862,990 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB”) issued Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity On June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments |
JOINT VENTURE
JOINT VENTURE | 12 Months Ended |
Jun. 30, 2023 | |
JOINT VENTURE | |
JOINT VENTURE | NOTE 3 – JOINT VENTURE Joint Venture with XTI Aircraft On May 31, 2021, we entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form the XTI JV, named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, 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 XTI JV, and it is managed by a management committee consisting of five members, three appointed by Xeriant and two by XTI. The Agreement was effective on May 27, 2021, with an initial deposit of $1 million into the XTI JV. The Company’s financial commitment is up to $10 million, contributed as needed to complete the preliminary design of the aircraft. XTI completed Preliminary Design Review during the first quarter of fiscal year 2022, which was the purpose of the XTI JV. On May 17, 2022, we executed a confidential Letter Agreement with XTI, the material terms of which are briefly delineated as follows: • Xeriant would be entitled to compensation for its role in introducing XTI to Inpixon, a Nasdaq-listed company, contingent upon the occurrence of any merger, combination, or transactional event between XTI and the Nasdaq company. • XTI would assume the financial obligations related to the Senior Secured Note with Auctus Fund, LLC, including the $6.05 million principal balance of the note and warrant obligations. Additionally, Xeriant was to be granted a fully diluted equity interest amounting to 6% in XTI, issued immediately prior to any prospective combination with Inpixon. On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, the Company transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement, and in accordance with section 8 of the JV Agreement with XTI. As of the date of this filing, we remain engaged in dialogue with XTI to enforce compliance with the Letter Agreement and to find an amicable resolution. The Company analyzed the transaction under ASC 810, Consolidation The Company includes the assets and liabilities related to the VIE in the consolidated balance sheets. Xeriant, Inc. provides cash to the VIE to fund its operations. The carrying amounts of consolidated VIE's assets and liabilities associated with the VIE subsidiary were as follows: June 30, 2023 June 30, 2022 Assets Cash $ - $ 4,516 Total Assets $ - $ 4,516 Liabilities Due from Xeriant Inc. $ 4,475,155 $ 4,479,547 Total Liabilities $ 4,475,155 $ 4,479,547 Joint Venture with Movychem On April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company, to exploit the Movychem Intellectual Property and the Purchased Patents. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC, owned 50% by each of the Company and Movychem. For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem would transfer to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell® exclusive of all patents, and the Company would contribute the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date. At such time as the Company makes a $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem would transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem would grant to the Joint Venture an exclusive worldwide license under the patents. Under the Joint Venture Agreement, the Company 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. of which none have yet to occur. The Company analyzed the transaction under ASC 810, Consolidation The Joint Venture Agreement granted 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. After working with Movychem over the past year and experiencing a number of issues, including but not limited to Movychem’s unwillingness to provide material documentation, processes and information required for the exploitation of Retacell ® ® On August 12, 2022, the Company filed the trademark “NexBoard,” for construction panels, namely, composite sheets and panels composed primarily of plastic, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing and decking. The trademark filing was intentionally broad and based upon demand for a general all-purpose construction panel made from a mixture of fire-retardant and recycled materials. Because of Movychem’s non-performance as described above, Xeriant ceased paying Movychem $25,000 per month as provided in the Joint Venture beginning December 2022. On February 13, 2023, Movychem formally requested dissolution of its Joint Venture with Xeriant, named Ebenberg, LLC. On February 24, 2023, Xeriant provided a formal response to Movychem, highlighting its multiple and sustained lapses in collaborative efforts related to the commercialization of the Retacell technology. Subsequent to this communication, Xeriant expressly repudiated Movychem’s proposition for dissolution and their proposition to take an exclusive territory to market Retacell ® ® As of June 30, 2023 and 2022, the Company contributed $312,919 and $115,356 to the joint venture. During the year ended June 30, 2023, the Company fully impaired its investment in JV with Ebenberg LLC in the amount of $156,460. |
CONCENTRATION OF CREDIT RISKS
CONCENTRATION OF CREDIT RISKS | 12 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and 2022, the Company had $0 and $811,429 in excess of FDIC insurance, respectively. |
OPERATING LEASE RIGHT OF USE AS
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | 12 Months Ended |
Jun. 30, 2023 | |
OPERATING LEASE RIGHT OF USE 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 October 2023 to allow employees to work from the office beginning in November 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 the Company’s incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s 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 consolidated statement of operations. During the years ended June 30, 2023 and 2022, the Company recorded $53,327 and $54,393 in rent expense, respectively in other general and administrative expenses on the consolidated statement of operations. Right-of-use asset is summarized below: June 30, 2023 June 30, 2022 Office lease $ 220,448 $ 220,448 Less accumulated amortization (137,537 ) (92,106 ) Right of use assets, net $ 82,911 $ 128,342 Operating lease liability is summarized below: June 30, 2023 June 30, 2022 Office lease $ 92,196 $ 141,160 Less: current portion (55,999 ) (48,963 ) Long term portion $ 36,197 $ 92,197 Maturity of lease liabilities are as follows: Year ended June 30, 2024 $ 62,201 Year ended June 30, 2025 37,112 Total future minimum lease payments 99,313 Less: Present value discount (7,117 ) Lease liability $ 92,196 |
CONVERTIBLE NOTES PAYABLE, IN D
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | |
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | NOTE 6 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT The carrying value of convertible notes payable, net of discount, as of June 30, 2023 and 2022, was $5,850,000 and $3,936,185, respectively. June 30, June 30, Convertible Notes Payable 2023 2022 Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC $ 5,850,000 $ 6,050,000 Total face value 5,850,000 6,050,000 Less unamortized discount - (2,113,815 ) Carrying value $ 5,850,000 $ 3,936,185 Auctus Fund LLC Senior Secured Note Through Maxim Group, LLC, Xeriant was introduced to Auctus Fund, LLC (“Auctus”) for the purpose of providing a bridge loan funding to satisfy the requirements of a pending merger with XTI Aircraft under a binding term sheet signed in September 2021. On October 27, 2021, the Company was issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal of $6,050,000, consisting of $5,142,500, which was the actual amount funded, plus an original issue discount in the amount of $907,500 for interest on the unpaid principal amount at the rate of zero percent per annum from the issue date until the note becomes due and payable. The closing costs were $433,550, which included $308,550 in fees paid to Maxim and professional fees for completing the transaction. The Note had an initial due date of October 27, 2022. The Auctus Note provides the holder has the option to convert the principal balance to common stock of the Company at a conversion price of the 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 Auctus Note, the Company issued warrants indexed to an aggregate of 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. Effective August 1, 2022, the Company entered into an Amendment to the Senior Secured Promissory Note (the “First Amendment”) with Auctus pursuant to which the parties agreed to amend the Auctus Note. The Amendment (i) extended the maturity date of the Auctus 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 and 5-year term; (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 December 27, 2022, the Company entered into a Second Amendment to the Senior Secured Promissory Note (the “Second Amendment”) with Auctus pursuant to which the parties agreed to further amend the Auctus Note. The Second Amendment (i) extended the maturity date of the Note, the obligation to uplist to a national securities exchange and acquisition of XTI Aircraft Company to March 15, 2023, and (ii) extended the date to file an S-1 registration statement to uplist the Company’s common stock to a national securities exchange to January 15, 2023. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 250,000,000 shares of Common Stock dated December 27, 2022 (the “New Warrant”) at an exercise price of $0.09 per share and 5-year term, and (ii) make two pre-payment installments of $50,000 on January 15, 2023, and February 15, 2023. As of June 30, 2023, a total of $50,000 remains outstanding and is recorded within accounts payable and accrued liabilities in the consolidated balance sheets. Since the Note was issued pre-adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company tested the first modification (“First Amendment”) 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 for the year ended June 30,2023. The loss on extinguishment was determined as follows: Reacquisition Price: Modified convertible debt instrument $ 5,950,000 Fair value of warrants 1,918,393 Cash payment 100,000 $ 7,968,393 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 The Company tested the second modification (“Second Amendment”) 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 $689,621. The loss on extinguishment was determined as follows: Reacquisition Price: Modified convertible debt instrument $ 5,850,000 Fair value of warrants 689,621 Accrued Short-term Liability 100,000 $ 6,639,621 Carrying Value of Original Instrument Carrying value of original debt 5,950,000 Loss on extinguishment $ 689,621 For the years ended June 30, 2023 and 2022, the Company recorded $461,842 and $4,369,735 in amortization of debt discount related to the Auctus note, respectively. As of June 30, 2023 and 2022, the carrying value of the Auctus note was $5,850,000 and $3,936,185, respectively. |
CONVERTIBLE BRIDGE LOANS - AT F
CONVERTIBLE BRIDGE LOANS - AT FAIR VALUE | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE BRIDGE LOANS - AT FAIR VALUE | |
CONVERTIBLE BRIDGE LOANS - AT FAIR VALUE | NOTE 7 – CONVERTIBLE BRIDGE LOANS – AT FAIR VALUE Between January 13, 2023, and March 31, 2023, the Company issued convertible bridge loans with an aggregate face value of $270,000. The notes have a coupon rate of 10% and a maturity date of one year. If the Company has a liquidity event (i.e. the Company a public offering of common stock (or units consisting of common stock and warrants to purchase common stock), resulting in the listing for trading of the common stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange), the notes and any accrued interest automatically convert into common stock. The Liquidity Event Conversion Price is the lesser of (a) $0.09 and (b) the product of (x) the Liquidity Event Price multiplied by (z) 75%. In the event a liquidity event does not occur, the Holder has the option to convert the Notes on the maturity date at a conversion price of $0.09. In addition to the Notes, the holders received an aggregate 2,700,000 warrants. The warrants have an exercise price of $0.09 per share and have a five-year exercise term. The Company analyzed the Convertible Bridge Loans to determine if they were within the scope of ASC 480 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Company evaluated the detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “ Derivatives and Hedging |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE Between May 13, 2023, and June 28, 2023, the Company issued convertible bridge loans with an aggregate face value of $100,000. The notes have a coupon rate of 10% and a maturity date of one year. The Notes are convertible at a fixed price of $0.01 per share. Since the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 – FAIR VALUE MEASUREMENTS The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and 2022: June 30, 2023 June 30, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Convertible Bridge Loans $ — $ — $ 247,254 $ — $ — $ — Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets. Level 3 instruments are characterized by unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. The fair value of the Convertible Bridge Loans have three components: (i) principal, (ii) interest, and (iii) a redemption feature. The first two components (i.e. principal and interest) were valued using an income approach. For the Redemption Feature, the Company uses a Black-Scholes Merton (“BSM”) valuation technique because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving this component. Such assumptions include market price, strike price, term, market trading volatility and risk-free rates. Significant inputs and results arising from the BSM process are as follows for the redemption feature component of the Convertible Bridge Loans: Inception Dates Year Ended Quoted market price on valuation date $0.027 - $0.05 $ 0.024 Effective contractual conversion rates $0.09 - $0.012 $ 0.09 Contractual term to maturity 0.4 -1 year 0.25 – 0.75 year Market volatility: Volatility 115% - 135% 93.58% - 105.56% Risk-adjusted interest rate 4.32% - 5.14% 5.40% – 5.47% The following table summarizes the total carrying value of the Company’s Level 3 instruments held as of June 30, 2023, including cumulative unrealized gains and losses recognized during the years ended June 30, 2023 and 2022: Period Ended June 30, 2023 2022 Balances at beginning of period $ - $ - Issuances: Convertible Bridge Loans 189,886 - Changes in fair value inputs and assumptions reflected in income 57,368 - Balances at end of period $ 247,254 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Consulting fees During the years ended June 30, 2023 and 2022, the Company recorded $170,000 and $184,000 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, 2023 and 2022, $10,000 and $15,000 was recorded in accrued liabilities respectfully. For the years ended June 30, 2023 and 2022, the Company recorded $102,000 and $122,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. As of June 30, 2023 and 2022, $5,000 and $0 was recorded in accrued liabilities respectfully. During the years ended June 30, 2023 and 2022, the Company recorded $56,000 and $86,000 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna. As of June 30, 2023, and 2022, $0 and $7,000 was recorded in accrued liabilities respectfully. During the years ended June 30, 2023 and 2022, the Company recorded $25,000 and $40,425 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of June 30, 2023 and 2022, $5,000 and $0 was recorded in accrued liabilities respectfully. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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 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: · 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. There were no additional shares issued during the fiscal year ended June 30, 2023. Board of Advisors Agreements The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following: 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. The agreement also provides for a 1% finders fee. 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. The agreement also provides for a 30% commission. On August 9, 2021, the Company agreed to issue 50,000 common shares vesting over the first year, $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 March 1, 2022, the Company agreed to issue 150,000 common shares vesting monthly over one year, $2,500 per meeting paid in cash, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. On January 20, 2022, the Company agreed to issue 150,000 common shares vesting monthly over one year, and $2,500.00 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. On March 20, 2022, the Company agreed to issue 150,000 common shares vesting monthly over one year, and $2,500.00 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. There were no additional Advisory Agreements executed during the fiscal year ended June 30, 2023. |
EQUITY
EQUITY | 12 Months Ended |
Jun. 30, 2023 | |
EQUITY | |
EQUITY | NOTE 12 – EQUITY Common Stock As of June 30, 2023 and 2022, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 389,433,144 and 365,239,001 shares issued and outstanding as of June 30, 2023 and 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 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 $2,078,501. 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 $4,984 in accrued interest. This resulted in a loss on extinguishment of debt in the amount of $536. 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 $134,929. Fiscal Year 2023 Issuances During the year ended June 30, 2023, the Company issued 1,000,000 shares of common stock in exchange for the conversion of 1,000 shares of Series A Preferred Stock. During the year ended June 30, 2023, the Company issued 457,143 shares to a consultant for services valued at $48,000. During the year ended June 30, 2023, the Company issued 10,237,000 shares of common stock in exchange for the conversion of 10,237 shares of Series A preferred stock. During the year ended June 30, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 500 shares of Series A preferred stock. During the year ended June 30, 2023, the Company issued 7,500,000 shares of common stock in exchange for the conversion of 7,500 shares of Series A preferred stock. 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, 2023 and 2022, the Company had 757,395 and 781,132 shares of Series A preferred stock issued and outstanding, respectively. 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 October 24, 2022, the Company issued 10,237,000 shares of common stock in exchange for the conversion of 10,237 shares of Series A preferred stock. On March 17, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 5,000 shares of Series A preferred stock. On May 26, 2023, the Company issued 7,500,000 shares of common stock in exchange for the conversion of 7,500 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, grants 5,000 votes and no liquidation preference. 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 $702,116 and $3,248,181 for these options for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $0 of total unrecognized compensation cost related to non-vested portion of options granted. As of June 30, 2023, there are 21,250,000 options outstanding, of which 20,687,500 are exercisable. The weighted average remaining term is 1.11 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 Granted - Exercised - - Canceled - - Outstanding at June 30, 2023 21,250,000 $ 0.12 1.11 $ - Exercisable at June 30, 2023 20,687,500 $ 0.12 1.11 $ - 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 181.21% - 275.73% Range of interest rates 0.20% - 1.08% Warrants As of June 30, 2023, and 2022, the Company had 104,802,161 and 55,512,161 warrants outstanding, respectively. The warrants have a term of two to five years and an exercise price range from $0.021 and $0.1187. The Company evaluated the warrants under ASC 815, Derivatives and Hedging As of June 30, 2023 and 2022, the Company had 104,802,161 and 55,512,161 warrants outstanding respectively. The warrants are detailed as follows: Number of Warrants Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 8,848,333 $ 0.0300 0.94 $ - Granted 50,968,828 $ 0.1187 4.6 $ - Exercised (4,305,000 ) Canceled - Outstanding at June 30, 2022 55,512,161 $ 0.1110 Granted 52,700,000 $ 0.0865 5.003 Exercised - Canceled (3,410,000 ) Outstanding at June 30, 2023 104,802,161 $ 0.1015 3.791 $ - Vested and expected to vest at June 30, 2023 104,802,161 $ 0.1015 3.7905 $ - Exercisable at June 30, 2023 104,802,161 $ 0.1015 3.7905 $ - |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Jun. 30, 2023 | |
NONCONTROLLING INTEREST | |
NON-CONTROLLING INTEREST | NOTE 13 - NON-CONTROLLING INTEREST None |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 14 – 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, 2023 and 2022, the significant components of the deferred tax assets are summarized below: June 30, June 30, 2023 2022 Net operating loss carry-forward $ 7,460,414 $ 5,860,409 Valuation Allowance (7,460,414 ) (5,860,409 ) Net Deferred Tax Asset (Liability) $ - $ - 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 expenses in its consolidated statements of operations. There were no interest or penalties accrued as of June 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS On August 7, 2023, the Company established a wholly owned subsidiary, BlueGreen Composites, LLC, to better manage the business operations of the green building products business line. As of the date of this filing, no bank account was opened, no contracts or agreements were executed, and no business operations were undertaken. On July 30, 2023, we filed the trademark BlueGreen for ecofriendly composite building products and “Durever” for the same categories on July 31, 2023. From July 1, 2023, through October 12, 2023, a total of $461,000 in convertible notes were issued. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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 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 U.S. GAAP and presented in US dollars. The fiscal year end is June 30. |
Going Concern | These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception and has an accumulated deficit of $23,638,461 as of June 30, 2023. During the year ended June 30, 2023, the Company’s net loss was $7,096,639 and at June 30, 2023, the Company had a working capital deficit of $6,684,867. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in approximately two months from October 12, 2023. Management’s plans include raising capital through the issuance of common stock and debt to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenue the foreseeable future. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Principles of Consolidation | The consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”), and Eco-Aero, LLC. The Company owns a 64% controlling interest of AAT; and a 50% interest in Eco-Aero, LLC, with control exercised through a majority membership in the management committee. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP 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 consolidated 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 Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements 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. ASC subtopic 825-10, Financial Instruments The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures |
Cash and Cash Equivalents | For the purposes of the consolidated 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. |
Impairment of Long-Lived Assets | In accordance with ASC 360-10, Impairment and Disposal of Long Lived Asset |
Convertible Debentures | The Company adopted the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 utilizing the modified retrospective method, which resulted in an immaterial impact to the Company. Prior to adoption of ASU 2020-06, if the conversion features of conventional convertible debt provided for a rate of conversion that is below market value at issuance, this feature was characterized as a beneficial conversion feature ("BCF"). A BCF was 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 was recorded net of the discount related to the BCF, and the Company amortized 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. During the years ended June 30, 2023 and 2022, the Company recognized $702,116 and $3,248,181 in stock-based compensation expense, respectively. |
Leases | The Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the unaudited condensed consolidated statements of operations. Finance leases are recorded as a finance lease liability and property, plant and equipment asset, based on the present value of lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. |
Investments | The Company follows ASC 325-20, Cost Method Investments |
Research and Development Expenses | Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $5,267,581 for the years ended June 30, 2023 and 2022, 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 $23,348 and $651,567 for the years ended June 30, 2023, and 2022, 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. The Company’s consolidated federal tax return and any state tax returns are not currently under examination. The Company follows ASC subtopic 740-10, Income Taxes |
Basic Income (Loss) Per Share | Under the provisions of ASC 260, “ Earnings per Share Years ended June 30, 2023 2022 Warrants 104,802,161 55,512,161 Stock options 21,250,000 21,250,000 Convertible notes payable 62,283,909 50,968,829 Preferred stock 757,395,000 781,132,000 Total 945,731,070 908,862,990 |
Recent Accounting Pronouncements | In August 2020, the Financial Accounting Standards Board (FASB”) issued Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity On June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of potentially dilutive common securities | Years ended June 30, 2023 2022 Warrants 104,802,161 55,512,161 Stock options 21,250,000 21,250,000 Convertible notes payable 62,283,909 50,968,829 Preferred stock 757,395,000 781,132,000 Total 945,731,070 908,862,990 |
JOINT VENTURE (Tables)
JOINT VENTURE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
JOINT VENTURE | |
Schedule consolidated VIE's assets and liabilities associated with the VIE subsidiary | June 30, 2023 June 30, 2022 Assets Cash $ - $ 4,516 Total Assets $ - $ 4,516 Liabilities Due from Xeriant Inc. $ 4,475,155 $ 4,479,547 Total Liabilities $ 4,475,155 $ 4,479,547 |
OPERATING LEASE RIGHTOFUSE ASSE
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | |
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 |
Summary of leases | June 30, 2023 June 30, 2022 Office lease $ 220,448 $ 220,448 Less accumulated amortization (137,537 ) (92,106 ) Right of use assets, net $ 82,911 $ 128,342 June 30, 2023 June 30, 2022 Office lease $ 92,196 $ 141,160 Less: current portion (55,999 ) (48,963 ) Long term portion $ 36,197 $ 92,197 Year ended June 30, 2024 $ 62,201 Year ended June 30, 2025 37,112 Total future minimum lease payments 99,313 Less: Present value discount (7,117 ) Lease liability $ 92,196 |
CONVERTIBLE NOTES PAYABLE, IN_2
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | |
Schedule of convertible notes payable | June 30, June 30, Convertible Notes Payable 2023 2022 Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC $ 5,850,000 $ 6,050,000 Total face value 5,850,000 6,050,000 Less unamortized discount - (2,113,815 ) Carrying value $ 5,850,000 $ 3,936,185 |
Schedule of loss on extinguishment of debt | Reacquisition Price: Modified convertible debt instrument $ 5,950,000 Fair value of warrants 1,918,393 Cash payment 100,000 $ 7,968,393 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 Reacquisition Price: Modified convertible debt instrument $ 5,850,000 Fair value of warrants 689,621 Accrued Short-term Liability 100,000 $ 6,639,621 Carrying Value of Original Instrument Carrying value of original debt 5,950,000 Loss on extinguishment $ 689,621 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value of assets and liabilities | June 30, 2023 June 30, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Convertible Bridge Loans $ — $ — $ 247,254 $ — $ — $ — |
Schedule of convertible bridge loans | Inception Dates Year Ended Quoted market price on valuation date $0.027 - $0.05 $ 0.024 Effective contractual conversion rates $0.09 - $0.012 $ 0.09 Contractual term to maturity 0.4 -1 year 0.25 – 0.75 year Market volatility: Volatility 115% - 135% 93.58% - 105.56% Risk-adjusted interest rate 4.32% - 5.14% 5.40% – 5.47% |
Schedule of unrealized gains and losses recognized | Period Ended June 30, 2023 2022 Balances at beginning of period $ - $ - Issuances: Convertible Bridge Loans 189,886 - Changes in fair value inputs and assumptions reflected in income 57,368 - Balances at end of period $ 247,254 $ - |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
EQUITY | |
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 Granted - Exercised - - Canceled - - Outstanding at June 30, 2023 21,250,000 $ 0.12 1.11 $ - Exercisable at June 30, 2023 20,687,500 $ 0.12 1.11 $ - |
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 181.21% - 275.73% Range of interest rates 0.20% - 1.08% |
Schedule of stock warrants activity | Number of Warrants Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 8,848,333 $ 0.0300 0.94 $ - Granted 50,968,828 $ 0.1187 4.6 $ - Exercised (4,305,000 ) Canceled - Outstanding at June 30, 2022 55,512,161 $ 0.1110 Granted 52,700,000 $ 0.0865 5.003 Exercised - Canceled (3,410,000 ) Outstanding at June 30, 2023 104,802,161 $ 0.1015 3.791 $ - Vested and expected to vest at June 30, 2023 104,802,161 $ 0.1015 3.7905 $ - Exercisable at June 30, 2023 104,802,161 $ 0.1015 3.7905 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
Schedule of components of deferred income tax assets | June 30, June 30, 2023 2022 Net operating loss carry-forward $ 7,460,414 $ 5,860,409 Valuation Allowance (7,460,414 ) (5,860,409 ) Net Deferred Tax Asset (Liability) $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Warrants | 104,802,161 | 55,512,161 |
Stock options | 21,250,000 | 21,250,000 |
Convertible notes payable | 62,283,909 | 50,968,829 |
Preferred stock | 757,395,000 | 781,132,000 |
Total | 945,731,070 | 908,862,990 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expense | $ 702,116 | $ 3,248,181 |
Research and development expenses | $ 0 | 5,267,581 |
Ownership percentage | 64% | |
Accumulated deficit | $ (23,638,461) | (16,571,505) |
Working capital | (6,684,867) | |
Net Loss | (7,096,639) | (15,882,195) |
Advertising expenses | $ 23,348 | 651,567 |
Beneficial conversion feature | $ 2,615,419 | |
Eco-Aero, LLC [Member] | ||
Ownership percentage | 50% | |
Ebenberg LLC [Member] | ||
Impaired of investment | $ 156,460 |
JOINT VENTURE (Details)
JOINT VENTURE (Details) - VIE Unauited Condensed Consolidated Balance Sheet [Member] - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Cash | $ 0 | $ 4,516 |
Total Assets | 0 | 4,516 |
Due from Xeriant Inc. | 4,475,155 | 4,479,547 |
Total Liabilities | $ 4,475,155 | $ 4,479,547 |
JOINT VENTURE (Details Narrativ
JOINT VENTURE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 02, 2022 | May 17, 2022 | May 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Description of Movychem's non-performance | Xeriant ceased paying Movychem $25,000 per month as provided in the Joint Venture beginning December 2022 | ||||
Joint Venture With Movychem [Member] | |||||
Ownership owned percentage | 50% | ||||
Contribution amount | $ 312,919 | $ 115,356 | |||
Description about intellectual property | Movychem would transfer to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell® exclusive of all patents, and the Company would contribute the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date | ||||
Company payment | $ 2,000,000 | ||||
Purchase number of share common stock | 170,000,000 | ||||
Impairment of investment | $ 156,460 | ||||
Exercise price | $ 0.01 | ||||
Series A Preferred Stocks [Member] | |||||
Ownership owned percentage | 50% | ||||
financial commitment agreegate amount | $ 10,000,000 | ||||
Initial Deposit | 1,000,000 | ||||
Diluted equity interest | 6% | ||||
Principal balance of the note and warrant | $ 6,050,000 | ||||
Investment obligation | $ 10,000,000 |
CONCENTRATION OF CREDIT RISKS (
CONCENTRATION OF CREDIT RISKS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CONCENTRATION OF CREDIT RISKS | ||
Cash in excess of FDIC insurance | $ 0 | $ 811,429 |
OPERATING LEASE RIGHT OF USE _2
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
November 1, 2022 to October 31, 2023 [Member] | |
Base rent | $ 4,772 |
November 1 2020 to October 31 2021 [Member] | |
Base rent | 4,498 |
November 1, 2021 to October 31, 2022 [Member] | |
Base rent | 4,633 |
November 1 2023 to October 31 2024 [Member] | |
Base rent | 4,915 |
November 1, 2024 to January 31, 2025 [Member] | |
Base rent | 5,063 |
November 1, 2019 to October 31, 2020 [Member] | |
Base rent | $ 4,367 |
OPERATING LEASE RIGHT OF USE _3
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 1) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 220,448 | $ 220,448 |
Less accumulated amortization | (137,537) | (92,106) |
Right-of-use assets net | $ 82,911 | $ 128,342 |
OPERATING LEASE RIGHT OF USE _4
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 2) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | ||
Office lease | $ 92,196 | $ 141,160 |
Less current portion | (55,999) | (48,963) |
Long term portion | 36,197 | $ 92,197 |
Maturity of the lease liability is as follows | ||
Year ended June 30, 2024 | 62,201 | |
Year ended June 30, 2025 | 37,112 | |
Total future minimum lease payments | 99,313 | |
Less: Present value discount | (7,117) | |
Lease liability | $ 92,196 |
OPERATING LEASE RIGHT OF USE _5
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowing Interest Rate | 10% | |
Other general and administrative expenses | $ 53,327 | $ 54,393 |
Lease Agreement [Member] | ||
Capital Leases Description | The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida |
CONVERTIBLE NOTES PAYABLE, IN_3
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Total face value | $ 5,850,000 | $ 6,050,000 |
Less unamortized discount | 0 | (2,113,815) |
Carrying value | 5,850,000 | 3,936,185 |
Convertible notes payable issued October 27, 2021 | ||
Total face value | $ 5,850,000 | $ 6,050,000 |
CONVERTIBLE NOTES PAYABLE, IN_4
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Details 1) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Reacquisition Price | |
Modified convertible debt instrument | $ 5,950,000 |
Fair value of warrants | 1,918,393 |
Cash payment | 100,000 |
Total | 7,968,393 |
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 | $ 3,570,366 |
CONVERTIBLE NOTES PAYABLE, IN_5
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Details 2) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Reacquisition Price | |
Modified convertible debt instrument | $ 5,850,000 |
Fair value of warrants | 689,621 |
Accrued Short-term Liability | 100,000 |
Total | 6,639,621 |
Carrying Value of Original Instrument | |
Carrying value of original debt | 5,950,000 |
Loss on an extinguishment | $ 689,621 |
CONVERTIBLE NOTES PAYABLE, IN_6
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 15, 2023 | Feb. 15, 2023 | Dec. 27, 2022 | Jul. 26, 2022 | Oct. 27, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Carrying value of convertible notes payable, net of discount | $ 5,850,000 | $ 3,936,185 | |||||
Accounts payable and accrued liabilities | 50,000 | ||||||
Carrying value of Auctus note | 5,850,000 | 3,936,185 | |||||
Amortization of debt discount | 461,842 | 4,369,735 | |||||
Additional paid-in capital | 2,365,419 | ||||||
Exercise price | $ 0.09 | ||||||
Professional fees | 271,021 | 444,012 | |||||
Loss on an extinguishment | (4,259,987) | $ (536) | |||||
First Amendment [Member] | |||||||
Loss on an extinguishment | 3,570,366 | ||||||
Second Amendment [Member] | |||||||
Loss on an extinguishment | $ 689,621 | ||||||
Secured Debt [Memebr] | Senior Secured Note [Member] | Auctus Fund, LLC [Member] | |||||||
Original issue discount | $ 907,500 | ||||||
Debt instrument converted principal amount | 6,050,000 | ||||||
Purchase price | $ 5,142,500 | ||||||
Conversion price | $ 0.1187 | ||||||
Aggregate warrant issued of common stock | 50,968,828 | ||||||
Exercise price | $ 0.1187 | ||||||
Professional fees | $ 433,550 | ||||||
Closing costs | $ 308,550 | ||||||
Secured Debt [Memebr] | Promissory Note [Member] | Auctus Fund, LLC [Member] | October 27, 2021 [Member] | |||||||
Exercise price | $ 0.09 | $ 0.09 | |||||
Maturity date | Mar. 15, 2023 | Nov. 01, 2022 | |||||
Term year | 5 years | 5 years | |||||
New warrant to purchase shares of Common Stock | 250,000,000 | 25,000,000 | |||||
Prepayment of the Note | $ 50,000 | $ 50,000 | $ 100,000 |
CONVERTIBLE BRIDGE LOANS AT FAI
CONVERTIBLE BRIDGE LOANS AT FAIR VALUE (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Jul. 26, 2022 | |
Exercise price | $ 0.09 | |||
Interest expenses | $ 10,083 | $ 0 | ||
Convertible notes payable, aggregate face value | $ 270,000 | 250,000 | ||
Between January 13, 2023 and March 31, 2023 [Member] | ||||
Exercise price | $ 0.09 | |||
New warrant to purchase shares of Common Stock | 2,700,000 | |||
Interest expenses | $ 483 | |||
Conversion price | $ 0.09 | |||
Prepayment of the Note | $ 80,114 | |||
Fair value of Convertible Bridge Loans | 57,368 | $ 0 | ||
Convertible notes payable, aggregate face value | $ 247,254 | $ 100,000 | $ 0 | |
Interest rate | 10% | 10% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Jul. 26, 2022 | |
Interest expenses | $ 10,083 | $ 0 | ||
Convertible notes payable, aggregate face value | 270,000 | $ 250,000 | ||
Between January 13, 2023 and March 31, 2023 [Member] | ||||
Conversion price | $ 0.01 | |||
Interest expenses | 483 | |||
Convertible notes payable, aggregate face value | $ 247,254 | $ 100,000 | $ 0 | |
Interest rate | 10% | 10% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Fair Value Inputs Level 2 [Member] | ||
Convertible Bridge Loans | $ 0 | $ 0 |
Fair Value Inputs Level 1 [Member] | ||
Convertible Bridge Loans | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Convertible Bridge Loans | $ 247,254 | $ 0 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) | 12 Months Ended |
Jun. 30, 2023 $ / shares | |
Year Ended [Member] | |
Effective contractual conversion rates | $ 0.09 |
Quoted market price on valuation date | $ 0.024 |
Minimum [Member] | Inception Dates [Member] | |
Risk-adjusted interest rate | 4.32% |
Effective contractual conversion rates | $ 0.09 |
Contractual term to maturity | 4 months 24 days |
Volatility | 115% |
Quoted market price on valuation date | $ 0.027 |
Minimum [Member] | Year Ended [Member] | |
Risk-adjusted interest rate | 5.40% |
Contractual term to maturity | 3 months |
Volatility | 93.58% |
Maximum [Member] | Inception Dates [Member] | |
Risk-adjusted interest rate | 5.14% |
Contractual term to maturity | 1 year |
Volatility | 135% |
Quoted market price on valuation date | $ 0.05 |
Effective contractual conversion rates | $ 0.012 |
Maximum [Member] | Year Ended [Member] | |
Risk-adjusted interest rate | 5.47% |
Contractual term to maturity | 9 months |
Volatility | 105.56% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
FAIR VALUE MEASUREMENTS | |
Balances at beginning of period | $ 0 |
Convertible Bridge Loans | 189,886 |
Changes in fair value inputs and assumptions reflected in income | 57,368 |
Balances at end of period | $ 247,254 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Ancient Investments, LLC | ||
Consulting fees | $ 170,000 | $ 184,000 |
Accrued liability | 10,000 | 15,000 |
Edward DeFeudis | ||
Consulting fees | 102,000 | 122,000 |
Accrued liability | 5,000 | 0 |
AMP Web Services | ||
Consulting fees | 56,000 | 86,000 |
Accrued liability | 0 | 7,000 |
Keystone Business Development Partners [Member] | ||
Consulting fees | 25,000 | 40,425 |
Accrued liability | $ 5,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 01, 2022 | Aug. 10, 2021 | Mar. 20, 2022 | Jan. 20, 2022 | Aug. 20, 2021 | Aug. 19, 2021 | Aug. 09, 2021 | Jul. 28, 2021 | Jul. 06, 2021 | Nov. 10, 2021 | May 10, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common shares cash amount paid per meeting | $ 0 | $ 2,078,500 | |||||||||||
Stock issued during priod shares new issues | 945,731,070 | 908,862,990 | |||||||||||
Financial Advisory Agreements One [Member] | |||||||||||||
Stock issued during priod shares new issues | 2,225,000 | ||||||||||||
Issue of initial shares | 1,500,000 | ||||||||||||
Issue common shares payable | 2,225,000 | ||||||||||||
Cash fee percent of amount capital raised | 7% | 7% | |||||||||||
Financial Advisory Agreements [Member] | |||||||||||||
Stock issued during priod shares new issues | 500,000 | 500,000 | |||||||||||
Issue of initial shares | 2,225,000 | ||||||||||||
Issued share payable | 500,000 | ||||||||||||
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 | ||||||||||||
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 | |||||||||||
Advisory Board [Member] | |||||||||||||
Common shares cash amount paid per meeting | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | ||||||
Stock issued during priod shares new issues | 150,000 | 150,000 | 150,000 | 100,000 | 50,000 | 250,000 | |||||||
Additional bonus paid common shares issued for services | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||
Warrant options to common shares | 4,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Common stock shares issuedsold price per share | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Common share opened a strategic bonus | 25,000 | 25,000 | 25,000 | 5,000,000 | 250,000 | ||||||||
Advisory Board [Member] | July 1 2021 [Member] | |||||||||||||
Common shares cash amount paid per meeting | $ 2,500 | ||||||||||||
Stock issued during priod shares new issues | 100,000 | ||||||||||||
Additional bonus paid common shares issued for services | $ 25,000 | ||||||||||||
Warrant options to common shares | 1,000,000 | ||||||||||||
Common stock shares issuedsold price per share | $ 0.12 | ||||||||||||
Average market price | 25% | ||||||||||||
Option to purchase shares | 5,000,000 | ||||||||||||
Trading days | 10 days | ||||||||||||
Finders fee | 1% |
EQUITY (Details)
EQUITY (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Number of Shares | ||
Outstanding, Beginning | 21,250,000 | |
Granted | 21,250,000 | |
Exercised | 21,250,000 | 21,250,000 |
Outstanding at Ending | 21,250,000 | 21,250,000 |
Exercisable at Ending | 20,687,500 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 0.12 | $ 0 |
Granted | 0.12 | |
Exercised | 0 | 0 |
Canceled | 0 | 0 |
Outstanding at Ending | 0.12 | $ 0.12 |
Exercisable at Ending | $ 0.12 | |
Weighted Average Remaining Contractual Term | ||
Outstanding at Ending | 1 year 1 month 9 days | 2 years 1 month 6 days |
Exercisable at Ending | 1 year 1 month 9 days | |
Aggregate Intrinsic Value | ||
Outstanding at Ending | $ 0 | |
Exercisable at Ending | $ 0 |
EQUITY (Details 1)
EQUITY (Details 1) - Stock Option [Member] | 12 Months Ended |
Jun. 30, 2023 $ / shares | |
Exercise price | $ 0.12 |
Maximum [Member] | |
Quoted market price on valuation date | $ 0.23 |
Range of expected term | 2 years 5 months 26 days |
Range of interest rate | 1.08% |
Range of equivalent volatility | 275.73% |
Minimum [Member] | |
Quoted market price on valuation date | $ 0.169 |
Range of expected term | 1 year 6 months 18 days |
Range of interest rate | 0.20% |
Range of equivalent volatility | 181.21% |
EQUITY (Details 2)
EQUITY (Details 2) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Exercised | (4,308,600) | |
Warrants [Member] | ||
Outstanding, Beginning | 55,512,161 | 8,848,333 |
Granted | 52,700,000 | 50,968,828 |
Exercised | (4,305,000) | |
Canceled | (3,410,000) | |
Outstanding, Ending | 104,802,161 | 55,512,161 |
Outstanding Vested and expected to vest, Ending | 104,802,161 | 0 |
Outstanding Exercisable, Ending balance | 104,802,161 | 0 |
Weighted average contractual term [Member] | ||
Weighted average contractual term, beginning | 5 years 1 day | 11 months 8 days |
Weighted average contractual term, ending | 3 years 9 months 14 days | |
Weighted average contractual term, Vested and expected to vest | 3 years 9 months 14 days | |
Weighted average contractual term, Exercisable | 3 years 9 months 14 days | |
Weighted average contractual term, granted | 4 years 7 months 6 days | |
Weighted Average Exercise Price [Member] | ||
Weighted average exercise price, beginning | $ 0.1110 | $ 0.0300 |
Weighted average exercise price, granted | 0.0865 | 0.1187 |
Weighted average exercise price, Ending | 0.1015 | $ 0.1110 |
Weighted average exercise price, Vested and expected to vest | 0.1015 | |
Weighted average exercise price, Exercisable | $ 0.1015 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 11, 2022 | Mar. 26, 2023 | Mar. 17, 2023 | Oct. 24, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common stock authorized | 5,000,000,000 | 5,000,000,000 | ||||
Common stock shares par value | $ 0.00001 | $ 0.00001 | ||||
Common stock shares issued | 389,433,144 | 365,239,001 | ||||
Common stock shares outstanding | 389,433,144 | 365,239,001 | ||||
Shares issued for common stock in exchange for the inducement | 845,936 | |||||
Conversion of Stock in Principle amount | $ 167,550 | |||||
Conversion of Stock in accured interest | 4,984 | |||||
Loss on an extinguishment | $ 536 | |||||
Common stock issued for prior period conversions of principal and interest | 10,598,544 | |||||
Conversion of convertible notes payable | $ 270,000 | $ 250,000 | ||||
Accrued interest | $ 3,749 | |||||
Common stock share issued for conversion | 4,229,680 | |||||
Aggregate relative fair value | $ 134,929 | |||||
Stock issued during period shares issued for services | 457,143 | 4,685,615 | ||||
Stock issued during period value issued for services | $ 48,000 | $ 761,954 | ||||
Share sold during period, shares | 39,366,666 | |||||
Share sold during period, value | $ 2,078,501 | |||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | |||||
Number of warrants exercised | 4,308,600 | |||||
Number of warrants Outstanding | 104,802,161 | 55,512,161 | ||||
Number of shares Options outstanding | 21,250,000 | 21,250,000 | ||||
Number of shares Stock options exercisable | 20,687,500 | |||||
Stock options issued | 21,250,000 | |||||
Exercise price | $ 0.12 | |||||
Stock issued during priod shares new issues | 945,731,070 | 908,862,990 | ||||
Common shares issued during period value | $ 2,078,501 | |||||
Subscription Agreement [Member] | ||||||
Stock issued during priod shares new issues | 250,000 | |||||
Common shares issued during period value | $ 43,753 | |||||
Series B Preferred Shares [Member] | ||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred stock shares par value | $ 0.00001 | $ 0.00001 | ||||
Preferred stock shares designated | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 1,000,000 | 1,000,000 | ||||
Preferred stock shares outstanding | 1,000,000 | 1,000,000 | ||||
Series A Preferred Stock shares 1 [Member] | ||||||
Share issued for exchange conversion, shares | 10,237,000 | 7,138,000 | ||||
Conversion of Series A Preferred to Common Stock, shares | 10,237 | 7,138 | ||||
Series A Preferred Stock shares [Member] | ||||||
Share issued for exchange conversion, shares | 1,000,000 | 7,500,000 | 5,000,000 | 10,237,000 | 1,000,000 | |
Conversion of Series A Preferred to Common Stock, shares | 1,000 | 7,500 | 5,000 | 10,237 | 1,000 | |
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 | ||||
Voting description | 1,000 votes to every one share of common stock | |||||
Conversion description | 1:1,000 | |||||
Preferred stock shares issued | 757,395 | 781,132 | ||||
Series A Preferred Stock shares 2 [Member] | ||||||
Share issued for exchange conversion, shares | 5,000,000 | |||||
Conversion of Series A Preferred to Common Stock, shares | 500 | |||||
Series A Preferred Stock shares 3 [Member] | ||||||
Share issued for exchange conversion, shares | 7,500,000 | |||||
Conversion of Series A Preferred to Common Stock, shares | 7,500 | |||||
Warrants [Member] | ||||||
Aggregate gross proceeds on exercise of warrant | $ 128,550 | |||||
Number of warrants exercised | 4,305,000 | |||||
Number of warrants exercised | 4,308,600 | |||||
Number of warrants Outstanding | 104,802,161 | 55,512,161 | ||||
Wighted average remaining useful life of warrants | 3 years 9 months 14 days | |||||
Stock Option [Member] | ||||||
Number of shares Options outstanding | 21,250,000 | |||||
Number of shares Stock options exercisable | 20,687,500 | |||||
Stock options weighted average remaining term | 1 year 1 month 9 days | |||||
Compensation expense | $ 702,116 | $ 3,248,181 | ||||
Fair value of stock option | $ 3,964,207 | |||||
Stock options issued | 21,250,000 | |||||
Exercise price | $ 0.12 | |||||
Total unrecognized compensation | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred income tax asset | ||
Net operation loss carryforwards | $ 7,460,414 | $ 5,860,409 |
Valuation Allowance | (7,460,414) | (5,860,409) |
Net Deferred Tax Asset (Liability) | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 12, 2023 | Jun. 30, 2022 | |
Convertible notes issued | $ 4,984 | |
Subsequent Event [Member] | ||
Convertible notes issued | $ 461,000 |