Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2021 | Feb. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-19333 | |
Entity Registrant Name | Bion Environmental Technologies, Inc. | |
Entity Central Index Key | 0000875729 | |
Entity Tax Identification Number | 84-1176672 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 9 East Park Court | |
Entity Address, City or Town | Old Bethpage | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11804 | |
City Area Code | 516 | |
Local Phone Number | 586-5643 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BNET | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,209,511 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 4,948,282 | $ 4,216,321 |
Prepaid expenses | 46,723 | 124,049 |
Deposits | 1,000 | 1,000 |
Total current assets | 4,996,005 | 4,341,370 |
Operating lease use- of- asset | 171,835 | |
Property and equipment, net (Note 3) | 146,895 | 541 |
Total assets | 5,314,735 | 4,341,911 |
Current liabilities: | ||
Accounts payable and accrued expenses | 513,070 | 570,050 |
Deferred compensation (Note 4) | 477,374 | 479,208 |
Loan payable and accrued interest (Note 5) | 9,868,495 | |
Total current liabilities | 990,444 | 10,955,153 |
Operating lease liability | 122,605 | |
Convertible notes payable - affiliates (Note 6) | 5,075,586 | 4,793,097 |
Total liabilities | 6,188,635 | 15,748,250 |
Bion's stockholders' equity (deficit): | ||
Common stock, no par value, 100,000,000 shares authorized, 43,733,820 and 41,315,986 shares issued, respectively; 43,029,511 and 40,611,677 shares outstanding, respectively | ||
Additional paid-in capital | 123,150,676 | 121,399,067 |
Subscription receivable - affiliates (Note 8) | (504,650) | (504,650) |
Accumulated deficit | (123,558,048) | (132,339,873) |
Total Bion's stockholders’ deficit | (912,022) | (11,445,456) |
Noncontrolling interest | 38,122 | 39,117 |
Total deficit | (873,900) | (11,406,339) |
Total liabilities and deficit | 5,314,735 | 4,341,911 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock | 37,400 | |
Series A Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock | ||
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 43,733,820 | 41,315,986 |
Common Stock, Value, Outstanding | $ 43,029,511 | $ 40,611,677 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000 | 50,000 |
Preferred stock, issued (in shares) | 0 | 200 |
Preferred stock, outstanding (in shares) | 0 | 200 |
Preferred stock, liquidation | $ 0 | $ 40,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000 | 50,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 60,000 | 60,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses: | ||||
General and administrative (including stock-based compensation (Note 7)) | 617,963 | 291,682 | 1,109,096 | 594,559 |
Depreciation | 332 | 207 | 580 | 414 |
Research and development (including stock-based compensation (Note 7)) | 54,404 | 155,385 | 116,213 | 246,373 |
Total operating expenses | 672,699 | 447,274 | 1,225,889 | 841,346 |
Loss from operations | (672,699) | (447,274) | (1,225,889) | (841,346) |
Other (income) expense: | ||||
Interest income | (1,269) | (47) | (2,763) | (126) |
Interest expense | 118,365 | 303,218 | 230,545 | 407,637 |
Gain on legal dissolution of subsidiary | (10,234,501) | (10,234,501) | ||
Total other expense | (10,117,405) | 303,171 | (10,006,719) | 407,511 |
Net income (loss) | 9,444,706 | (750,445) | 8,780,830 | (1,248,857) |
Net loss attributable to the noncontrolling interest | 489 | 524 | 995 | 1,039 |
Net income (loss) applicable to Bion's common stockholders | $ 9,445,195 | $ (749,921) | $ 8,781,825 | $ (1,247,818) |
Net income (loss) applicable to Bion's common stockholders per basic and diluted common share | $ 0.23 | $ (0.02) | $ 0.21 | $ (0.04) |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 41,088,992 | 31,187,645 | 40,904,342 | 30,990,639 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 114,266,683 | $ (504,650) | $ (128,891,893) | $ 41,902 | $ (15,087,958) | |||
Beginning balance, shares at Jun. 30, 2020 | 31,409,005 | |||||||
Sale of units | 360,000 | 360,000 | ||||||
Sale of units (in shares) | 720,000 | |||||||
Commissions on sale of units | (31,000) | (31,000) | ||||||
Modification of options | 8,775 | 8,775 | ||||||
Modification of warrants | 188,890 | 188,890 | ||||||
Issuance of warrants | 2,500 | 2,500 | ||||||
Conversion of debt and liabilities | 70,794 | 70,794 | ||||||
Conversion of debt and liabilities (in shares) | 141,589 | |||||||
Net income (loss) | (1,247,818) | (1,039) | (1,248,857) | |||||
Ending balance, value at Dec. 31, 2020 | 114,866,642 | (504,650) | (130,139,711) | 40,863 | (15,736,856) | |||
Ending balance, shares at Dec. 31, 2020 | 32,270,594 | |||||||
Beginning balance, value at Jun. 30, 2021 | 121,399,067 | (504,650) | (132,339,873) | 39,117 | (11,406,339) | |||
Beginning balance, shares at Jun. 30, 2021 | 41,315,986 | |||||||
Warrants exercised for common shares | 1,736,662 | 1,736,662 | ||||||
Modification of warrants | 8,337 | 8,337 | ||||||
Issuance of warrants | 7,500 | 7,500 | ||||||
Conversion of debt and liabilities | 17,711 | 17,711 | ||||||
Conversion of debt and liabilities (in shares) | 35,424 | |||||||
Net income (loss) | 8,781,825 | (995) | 8,780,830 | |||||
Warrants exercised for common shares, shares | 2,315,550 | |||||||
Commissions on warrant exercises | (18,601) | (18,601) | ||||||
Commissions on warrant exercises, shares | 66,860 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 123,150,676 | $ (504,650) | $ (123,558,048) | $ 38,122 | $ (873,900) | |||
Ending balance, shares at Dec. 31, 2021 | 43,733,820 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 8,780,830 | $ (1,248,857) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on legal dissolution of subsidiary | (10,234,501) | |
Depreciation expense | 580 | 414 |
Accrued interest on loans payable, deferred compensation and other | 248,409 | 425,499 |
Stock-based compensation | 13,125 | 36,781 |
Decrease in prepaid expenses | 77,326 | 3,615 |
Decrease in operating lease assets and liabilities | (49,230) | |
Increase in accounts payable and accrued expenses | 130,628 | 8,162 |
Increase in deferred compensation | 179,867 | 245,742 |
Net cash used in operating activities | (852,966) | (528,644) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (92,134) | |
Net cash used in investing activities | (92,134) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants | 1,736,662 | |
Commissions on exercise of warrants | (18,601) | |
Redemption of Preferred Series B shares and interest | (41,000) | |
Proceeds from sale of units | 360,000 | |
Commissions on sale of units | (31,000) | |
Net cash provided by financing activities | 1,677,061 | 329,000 |
Net decrease in cash | 731,961 | (199,644) |
Cash at beginning of period | 4,216,321 | 560,828 |
Cash at end of period | 4,948,282 | 361,184 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 28 | |
Non-cash investing and financing transactions: | ||
Conversion of debt and liabilities into common units | 17,711 | 70,794 |
Shares issued for warrant exercise commissions | 50,145 | |
Conversion of deferred compensation to note payable | 190,000 | |
Purchase of property and equipment for accounts payable | $ 54,800 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS | 6 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS | 1. ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS Organization and nature of business: Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado. Our patented and proprietary technology provides comprehensive environmental solutions to one of the greatest water air and water quality problems in the U.S. today: pollution from large-scale livestock production facilities (also known as “Concentrated Animal Feeding Operations” or “CAFOs"). Application of our technology and technology platform can simultaneously remediate environmental problems and improve operational/resource efficiencies by recovering value high-value co-products from the CAFOs’ waste stream that have traditionally been wasted or underutilized, including renewable energy, nutrients (including ammonia nitrogen) and water. From 2016 to 2021 fiscal years, the Company has focused a large portion of its activities on developing, testing and demonstrating the 3rd generation of its technology and technology platform (“3G Tech”) with emphasis on increasing the efficiency of production of valuable co-products from the waste treatment process, including ammonia nitrogen in the form of organic ammonium bicarbonate products. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during May 2020. An application for our first solid ammonium bicarbonate product – AD Nitrogen – has been filed and is in the review process (which is likely to require an extended period of time and multiple procedural steps due to the novel nature of Bion’s 3G Tech in the context of organic certifications) See “Organic Fertilizer Listing/Certification Process” below. Bion is now focused primarily on: i) development/construction of its initial commercial-scale 3G Tech installation (see below and Note 10, “Subsequent Events”), ii) developing applications and markets for its organic fertilizer products and its sustainable (conventional and organic) animal protein products, and iii) initiation and development of joint ventures (“JVs” as discussed below) (and related projects) based on the augmented capabilities of our 3G Tech, while (iv) continuing to pursue development opportunities related to large retrofit projects (such as the Kreider poultry project JV described below) and ongoing R&D activities. The $175 billion U.S. livestock industry is under intense scrutiny for its environmental and public health impacts – its ‘environmental sustainability’-- at the same time it is struggling with declining revenues and margins (derived in part from clinging to its historic practices and resulting limitations and impacts) which threaten its ‘economic sustainability’. Its failure to adequately respond to consumer concerns ranging including food safety, environmental impacts, and humane treatment of animals have provided impetus for plant-based alternatives such as Beyond Meat and Impossible Burger (and many others) being marketed as “sustainable” alternatives for this growing consumer segment of the market. The Company believes that its 3G Tech, in addition to providing superior environmental remediation, creates opportunities for large scale production of i) verifiably sustainable-branded livestock products and ii) verifiably sustainable organic-branded livestock products, both of which will command premium pricing (in part due to ongoing monitoring and third-party verification of environmental performance which will provide meaningful assurances to both consumers and regulatory agencies). Each of these two distinct market segments (which the Company intends to pursue in parallel) presents a large production/marketing opportunity for Bion. Our 3G Tech will also produce (as co-products) biogas and valuable organic fertilizer products, which can be utilized in the production of organic grains for use as feed for raising organic livestock (some of which may be utilized in the Company’s JV projects) and/or marketed to the growing organic fertilizer market. During late September 2021, Bion entered into a lease for the development site of its initial commercial scale 3G Tech project in September 2021(“Initial Project”), which Initial Project will be located on approximately four (4) acres of leased land near Fair Oaks, Indiana, and a related agreement regarding disposal of certain manure effluent with the Curtis Creek Dairy unit of Fair Oaks Farms (“FOF”). Design and pre-development work commenced during August 2021 and preliminary surveying, site engineering and other work is now underway along with site-specific engineering and design work. The Initial Project will be an environmentally sustainable beef cattle feeding facility, equipped with state-of-the-art housing and Bion’s 3G-Tech platform to provide waste treatment and resource recovery. Bion has designed the project to house and feed approximately 300 1,500 The Initial Project is not being developed at economic commercial scale or with an expectation of profitability due to its limited scale. However, successful installation, commissioning, and operations will demonstrate scalability, determine operating parameters at scale, and provide ongoing production and engineering capabilities, all being critical steps that must be accomplished before developing large projects with JV partners. Specifically, the Initial Project is being developed to provide and/or accomplish the following: i. Proof of 3G Tech platform scalability - Document system efficiency and environmental benefits and enable final engineering modifications to optimize each unit process within the Bion 3G technology platform. - Environmental benefits will include (without limitation) renewable energy production (natural gas recovery from AD and solar electric from integrated roof top photovoltaic generation); nutrient recovery and conversion to stable organic fertilizer; pathogen destruction; water recovery and reuse; air emission reductions. ii. Use Bion’s data collection system to support 3rd party verified system efficiency requirement to qualify for USDA Process-Verified-Program (PVP): certification of sustainable branded beef (and potentially pork) product metrics. iii. Produce sufficient ammonium bicarbonate nitrogen fertilizer (“AD Nitrogen”) for commercial testing by potential joint venture partners and/or purchasers and for university growth trials. iv. Produce sustainable beef products for initial test marketing efforts. Upon achieving optimized and steady-state operations at the Initial Project (and especially of the core modules of our 3G Tech platform), coupled with obtaining organic certifications(s) ( OMRI listing and/or other organic listings/certifications) for its AD Nitrogen product, Bion expects to be ready to move forward with its plans for development of much larger facilities. The Company anticipates that discussions and negotiations regarding potential JVs with strategic partners in the financial, livestock and food distribution industries to develop large scale projects will commence during the construction of the Initial Project with the goal of establishing JV’s for large scale projects that will produce sustainable and/or sustainable-organic corn-fed beef during 2023. These products will be supported by a USDA PVP-certified sustainable brand that will, initially, highlight reductions in carbon and nutrient footprint, as well as pathogen reductions associated with foodborne illness and antibiotic resistance, along with the organic designation where appropriate. Bion has successfully navigated the USDA PVP application process previously, having received conditional approval of its 2G Tech platform (pending resubmission and final site audits), and is confident it will be successful in qualifying its 3G Tech platform. Additionally, the Company believes there will also be opportunities to proceed with selected ‘retrofit projects’ of existing facilities (see ‘ 3G Tech Kreider 2 Poultry Project’ Bion believes that substantial unmet demand currently exists– potentially very large – for ‘real’ meat/ dairy/ egg products that offer the verifiable/believable sustainability consumers seek, but with the taste and texture they have come to expect from American beef and pork, dairy and poultry. Numerous studies demonstrate the U.S. consumers’ preferences for sustainability. For example, 2019 NYU Stern’s Center for Sustainable Business study found that ‘products marketed as sustainable grew 5.6 times faster than those that were not…’ and that ‘…in more than 90 percent of consumer-packaged-goods (CPG) categories, sustainability-marketed products grew faster than their conventional counterparts.’ Sales growth of plant-based alternatives, including both dairy and more recently ground meat (Beyond Meat, Impossible Foods, etc.) have shown that a certain segment of consumers are choosing seemingly sustainable offering, and are also willing to pay a premium for it. Numerous studies also support the consumers’ ‘willingness-to-pay’ (WTP) for sustainable choices, including a recent meta-analysis of 80 worldwide studies with results that calculate the overall WTP premium for sustainability is 29.5 As one of the largest contributors to some of the greatest air and water quality problems in America, it is clear that livestock waste cleanup, at scale, represents one of the greatest opportunities we have to reduce negative environmental impacts of the food supply chain on air and water quality. Bion’s 3G Tech platform, along with its business model, enables the cleanup of the ‘dirtiest’ part of the food supply chain: animal protein production and creates the opportunity to produce and market verifiably sustainable organic and conventional ‘real meat’ products that can participate in the growth and premium pricing that appears to be readily available for the ‘right’ products. Bion believes that at least a premium segment of the U.S. beef industry (and potentially other livestock industry groups) is at the doorstep of a transformative opportunity to address the growing demand for sustainable food product offerings, while pushing back against today’s anti-meat messaging. At $66 billion/year (2021 retail value), the beef industry is a fragmented, commodity industry whose practices date back decades. In 1935 inflation-adjusted terms, beef is 63% more expensive today, while pork and chicken, which are now primarily raised in covered barns, at CAFOs with highly integrated supply chains, are 12% and 62% cheaper, respectively. In recent years, the beef industry has come under increasing fire from advocacy groups, regulatory agencies, institutional investors, and ultimately, their own consumers, over concerns that include climate change, water pollution, food safety, and the treatment of animals and workers. Advocacy groups targeting livestock and the beef industry have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s environmental and economic weaknesses. Their global anti-meat messaging has had a substantial chilling effect on the relationships the beef industry has with its institutional investors; retail distributors, such as fast-food restaurants; and mostly, its consumers. Led by the United Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide, primarily focused on the industry’s impacts on climate change. Meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible Foods, are being heavily promoted by themselves and the media, and have enjoyed steady sales growth. A 2018 NielsenIQ Homescan survey last year found that 39% of Americans are actively trying to eat more plant-based foods. Some of the recent growth in plant-based proteins results from increasing lactose intolerance and other health concerns; however, most of that growth is attributed to consumers’ growing concerns for the environmental impacts of real meat and dairy. Several large US companies that have traditionally focused on livestock production, including Cargill, ADM, Perdue Foods, and Tyson, have recently entered the plant protein space. In terms of changing customer preferences, ‘saving the planet’ has proven to be a more compelling argument than the traditional animal activism/ welfare pitch. To date, the only ‘industry response’ to this has been grass-fed beef, which is regarded as a generally more sustainable offering than grain-fed (largely without empirical evidence). However grass-fed beef has had only limited acceptance in U.S. markets, because it is less flavorful and tougher than the traditional corn-fed beef consumers have grown to enjoy. It should be noted that these plant-based protein producers are primarily expected to be able to serve the ground/ processed meat market, which represents approximately 10 percent of the overall animal protein market. Further, there has recently been pushback to these plant-based products, focusing on their highly processed nature and unproven health benefits, scalability/ pricing, and their uncertain carbon footprint. There have also been several companies recently enter the cellular and 3D-printed meat arena. While facing myriad challenges and further out on the development timeline, some people believe cellular agriculture (aka cultured, clean, lab-grown, cultivated) meat may have the potential to service a much larger percentage of the market than plant-based protein, including cuts like steaks, chops and roasts, but the likely cost remains very uncertain at this point. Each of these items supports Bion’s belief that there is a potentially very large opportunity to supply premium sustainable beef products that satisfy these concerns. We believe that the real meat/beef products that can be cost-effectively produced today using our 3G Tech platform, both sustainable and/or organic, can provide an affordable product that satisfies the consumer’s desire for sustainability, but with the superior taste and texture those consumers have grown to prefer. Sustainable Beef Bion’s goal is to be first to market with meaningfully sustainable, and verified, beef products that can be produced at sufficient scale to service national market demand. The cattle produced at a Bion facility will enjoy a substantially lower carbon footprint, dramatically reduced nutrient impacts to water, and an almost total pathogen kill in the waste stream. A Bion sustainable beef facility will be comprised of covered barns with slotted floors, which allow the waste to pass through and be collected quickly and frequently to reduce ammonia volatilization and loss, as well as odors. Covered barns will reduce weather impacts on the livestock and have been demonstrated to promote improved general health and weight gain in the cattle housed in them. The barns represent a very large roof surface area, which will be utilized in appropriate geographical locations for the installation of photovoltaic solar generation systems to produce electricity for the facility, as well as export to the grid. Waste treatment and resource recovery will be provided by Bion’s advanced 3G Tech platform, which Bion believes offers the most comprehensive solution for livestock waste available today. In addition to direct environmental benefits every pound of nitrogen that is captured, upcycled, and returned to the agricultural nitrogen cycle as high-quality fertilizer (vs lost to contaminate downstream waters), is also a pound of nitrogen that will not have to be produced as synthetic urea or anhydrous ammonia, with their tremendous carbon cost. System performance and environmental benefits will be monitored and verified through third parties, with USDA PVP certification of the sustainable brand that Bion also believes will be the most comprehensive available in the market. Recently there have been efforts to establish sustainable brands (including USDA PVP certification) for a number of small scale livestock producers (largely in the grass fed beef category). The reach and extent of such efforts is limited to date and it is difficult to determine their effectiveness. Additionally, there have been public announcements of initiatives related to beef sustainability (largely focused on the ’cow-calf’ segment of the livestock chain) in procurement by major beef processing companies, but a closer look finds that most consist largely of ‘green washing’ public proclamations in the wake of environmental and social criticism that re-package prior initiatives and lack any significant new substance. Sustainable Organic Beef Bion believes it has a unique opportunity to produce, at scale, affordable corn-fed organic beef that is certified as sustainable. In addition to the sustainable practices described above, organic-sourced beef cows would be finished on organic corn, which would be produced using the ammonium bicarbonate fertilizer captured by the 3G Tech platform. Bion believes its meat products will meet consumer demands with respect to sustainability and safety (organic) and provide the tenderness and taste American consumers have come to expect from premium conventional American beef. Such products are largely unavailable in the market today. We believe Bion’s unique ability to produce the fertilizer needed to grow a supply of low-cost organic corn, and the resulting opportunity to produce organic beef, will dramatically differentiate us from potential competitors. This organic opportunity is dependent on successfully establishing Bion’s fertilizer products as acceptable for use in organic grain production. Today, organic beef demand is limited and mostly supplied with grass-fed cattle. While organic ground/ chopped meat has enjoyed success in U.S. markets, grass-fed steaks have seen limited acceptance, mostly resulting from consumer issues with taste and texture. Stated directly, it’s tough. Regardless, such steaks sell for a significant premium over conventional beef. A grain-finished organic beef product is largely unavailable in the marketplace today due to the higher costs of producing organic corn and grain. The exception is offerings that are very expensive from small ‘boutique’ beef producers. Like all plants, corn requires nitrogen to grow. Corn is especially sensitive to a late-season application of readily available nitrogen – the key to maximizing yields. With non-organic field corn, this nitrogen is supplied by an application of a low-cost synthetic fertilizer, such as urea or anhydrous ammonia. However, the cost for suitable nitrogen fertilizer that can be applied late-season in organic corn production is so high that the late-season application becomes uneconomical, resulting in substantially lower yields – a widely recognized phenomena known as the ‘yield gap’ in organic production. The yield gap results in higher costs for organic corn that, in turn, make it uneconomical to feed that corn to livestock. As is the case for sustainable but not organic beef, Bion believes there is a potentially large unmet demand for affordable beef products that are both sustainable AND organic, but with the taste and texture consumers have come to expect from American beef. Bion’s ability to produce the low-cost nitrogen fertilizer that can close the organic yield (and affordability) gap will put the Company in a unique, if not exclusive at this time, position to participate in JV’s that will benefit from this opportunity starting next year. The demonstrated willingness of consumers to purchase sustainable products (along with numerous research and marketing studies confirming consumers are seeking, and are willing to pay a premium for, sustainable products)---in combination with the threat to the livestock industry market (primarily beef and pork) posed by plant-based alternatives (heightened by pandemic conditions)--- has succeeded in focusing the large scale livestock industry on how to meet the plant-based market challenge by addressing the consumer sustainability issues. The consumer demand for sustainability appears to be a real and lasting trend, but consumers remain skeptical of generalized claims of ‘sustainability’. To date, a large portion of the industry responses have been at a superficial level or consist of ‘green washing’, a deceptive marketing practice where companies promote non-substantive initiatives. Real sustainability for the livestock industry will require implementation of advanced waste treatment technology at or near the CAFOs – where most of the negative environmental impacts take place. Organic Fertilizer Listing/Certification Process The Company has focused a large portion of its activities on developing, testing and demonstrating the 3rd generation of its technology and technology platform (“3G Tech”) with emphasis on increasing the efficiency of production of valuable co-products from the waste treatment process, including ammonia nitrogen in the form of organically listed ammonium bicarbonate products. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during May 2020. An application for our first solid ammonium bicarbonate product – AD Nitrogen – was filed during May 2021 and is currently actively proceeding through OMRI’s multi-stage review process ---which process has taken an extended period of time and multiple procedural steps due to the novel nature of Bion’s 3G Tech in the context of organic listings/certifications. OMRI’s Review Panel ‘…. voted to temporarily assign it to “Unresolved” status. This means that OMRI does not currently have the clarity necessary to decide whether the product meets OMRI standards which are based on the USDA National Organic Program regulations (NOP).’ Subsequently the application has gone through ‘Rebuttal’ (OMRI Review Panel) and ‘Appeal’ (Appeals Review Committee) stages which affirmed the “Unresolved” status. The Company has been informed that ‘…the product will remain Unresolved until July 22, 2022 or until resolution is reached by OMRI though consultation with the OMRI Advisory Council.’ The application is now beginning review by OMRI’s Advisory Council. The Company’s product is novel in part due to the fact that OMRI does not have a listing category for a solid form of concentrated and soluble nitrogen fertilizers and there is no clear guidance at present from OMRI internal policy on how to categorize this product and the process that produced it. There is also no clear guidance at present from either the NOP or the National Organic Standards Board (“NOSB”) (which is currently involved in a related review and recommendations process regarding ‘high nitrogen liquid fertilizers’ derived from ammonia from manure). The Company and its representatives are involved in discussions regarding resolution of these matters at all three levels. The Company anticipates positive resolution of this manner well prior to operational dates for the Company’s initial large scale JV 3G projects. 3 Tech Kreider 2 Poultry Project Bion has done extensive pre-development work related to a waste treatment/renewable energy production facility to treat the waste from KF’s approximately 6+ million chickens (planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams) ('Kreider Renewable Energy Facility' or ‘Kreider 2 Project’). On May 5, 2016, the Company executed a stand-alone joint venture agreement with Kreider Farms covering all matters related to development and operation of Kreider 2 system to treat the waste streams from Kreider’s poultry facilities in Bion PA2 LLC (“PA2”). During May 2011 the PADEP certified a smaller version of the Kreider 2 Project (utilizing our 3G Tech) for 559,457 nutrient credits under the old EPA’s Chesapeake Bay model. The Company has been in ongoing discussions with the PADEP regarding the appropriate credit calculation methodology for large-scale technology-based nutrient reduction installations such as the KF2 Project utilizing our 3G Tech platform. Based on these discussions and the size of the Kreider 2 Project, we anticipate that if and when designs are finalized, the Kreider 2 Project will be re-certified for a far larger number of credits (management’s current estimates are between 2-4 million (or more) nutrient reduction credits for treatment of the waste stream from Kreider’s poultry pursuant to the amended EPA Chesapeake Bay model and agreements between the EPA and PA Note that while Bion believes that the Kreider 2 Project and/or subsequent Bion Projects in PA and the Chesapeake Bay Watershed will eventually generate revenue from the sale of: a) nutrient reductions (credits or in other form), b) renewable energy (and related credits), c) sales of fertilizer products, and/or d) potentially, in time, credits for the reduction of greenhouse gas emissions, plus e) license fees related to a ‘sustainable brand’, the Covid-19 pandemic has delayed legislative efforts needed to commence its development. We believe that the potential market is very large, but it is not possible to predict the exact timing and/or magnitude of these potential markets at this time. Technology Deployment: Bion 3G Tech Widespread deployment of waste treatment technology, and the sustainability it enables, is largely dependent upon generating sufficient additional revenues to offset the capital and operating costs associated with technology adoption. Bion’s 3G Tech has been developed to create opportunities for such augmented revenue streams, while providing third party verification of sustainability claims. The 3G Tech platform has been designed to maximize the value of co-products produced during the waste treatment/recovery processes, including pipeline-quality renewable natural gas (biogas) and commercial fertilizer products approved for organic production. All processes will be verifiable by third parties (including regulatory authorities and certifying boards) to comply with environmental regulations and trading programs and meet the requirements for: a) renewable energy and carbon credits, b) organic certification of the fertilizer coproducts (see below and Note 10, “Subsequent Events”). and c) USDA PVP certification of an ‘Environmentally Sustainable’ brand (see discussion below), and d) payment for verified ecosystem services. The Company’s first patent on its 3G Tech was issued during 2018. In August 2020, the Company received a Notice of Allowance on its third patent which significantly expands the breadth and depth of the Company’s 3G Tech coverage, and the Company has additional applications pending and/or planned. Bion’s business model and technology platform can create the opportunity for JVs (in various contractual forms) between the Company and large livestock/food/fertilizer industry participants, based upon the supplemental cash flow generated by implementation of our 3G Tech business model, which will support the costs of technology implementation (including related debt). We anticipate this will result in long term value for Bion. In the context of such JVs, we believe that the verifiable sustainable branding opportunities (conventional and organic) may expand to represent the single largest enhanced revenue contributor provided by Bion to the JVs (and Bion licensees). The Company believes that the largest portion of its business with be conducted through such JVs, but a material portion may involve licensing and or other approaches. In parallel with technology development, Bion has worked (which work continues) to implement market-driven strategies designed to stimulate private-sector participation in the overall U.S. nutrient and carbon reduction strategy. These market-driven strategies can generate “payment for ecosystem services”, in which farmers or landowners are rewarded for managing their land and operations to provide environmental benefits, that will generate additional revenues. Existing renewable energy credits for the production and use of biogas are an example of payment for ecosystem services. Another such strategy is nutrient trading (or water quality trading), which will potentially create markets (in Pennsylvania and other states) that will utilize taxpayer funding for the purchase of verified pollution reductions from agriculture (“nutrient credits”) by the state (or others) through competitively-bid procurement programs. Such credits can then be used as a ‘qualified offset’ by an individual state (or municipality) to meet its federal clean water mandates at significantly lower cost to the taxpayer. Market-driven strategies, including competitive procurement of verified credits, is supported by U.S. EPA, the Chesapeake Bay Commission, national livestock interests, and other key stakeholders. Legislation in Pennsylvania to establish the first such state competitive procurement program passed the Pennsylvania Senate by a bi-partisan majority during March 2019. However, the Covid-19 pandemic and related financial/budgetary crises have slowed progress for this and other policy initiatives and, as a result, it is not currently possible to project the timeline for completion (or meaningful progress) of this and other similar initiatives (see discussion below). The livestock industry and its markets are already changing; with a commercial-ready technology and business model, Bion believes it has a ‘first-mover advantage’ over others that will seek to exploit the opportunities that will arise from the industry’s inevitable transformation. Bion anticipates moving forward with the development process of its initial commercial installations utilizing its 3G Tech, during the current 2023 fiscal year. We believe that Bion’s 3G Tech platform and business model can provide a pathway to true economic and environmental sustainability with ‘win-win’ benefits for at least a premium sector of the livestock industry, the environment, and the consumer, an opportunity which the Company intends to pursue. The Livestock Problem The livestock industry is under tremendous pressure from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers, to adopt sustainable practices. Environmental cleanup is inevitable and has already begun - and policies have already begun to change, as well. Bion’s 3G Tech was developed for implementation on large scale livestock production facilities, where scale drives both lower treatment costs and efficient co-products production, as well as dramatic environmental improvements. We believe that scale, coupled with Bion’s verifiable treatment technology platform, will create a transformational opportunity to integrate clean production practices at (or close to) the point of production—the primary source of the industry’s environmental impacts. Bion intends to assist the forward-looking segment of the livestock industry to bring animal protein production in line with 21st Century consumer demands for meaningful sustainability. In the U.S. (according to the USDA’s 2017 agricultural census) there are over 9 million dairy cows, 90 million beef cattle, 60 million swine and more than 2 billion poultry which provides an indication of both the scope of the problem addressed by Bion’s technology, as well as the size of Bion’s opportunity. Environmental impacts from livestock production include surface and groundwater pollution, greenhouse gas emissions, ammonia, and other air pollution, excess water use, and pathogens related to foodborne illnesses and antibiotic resistance. While the most visible and immediate problems are related to nutrient runoff and its effects on water quality, the industry has recently been targeted by various stakeholder groups for its impacts on climate change. Estimates of total annual U.S. livestock manure waste vary widely, but start around a billion tons, between 100 and 130 times greater than human waste. However, while human waste is generally treated by septic or municipal wastewater plants, livestock waste – raw manure – is spread on our nation’s croplands for its fertilizer value. Large portions of U.S. feed crop production (and most organic crop production) are fertilized, in part, in this manner. Under current manure management practices, 80% or more of total nitrogen from manure, much of it in the form of ammonia, escapes during storage, transportation, and during and after soil application, representing both substantial lost value and environmental costs. More |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc. (“Projects Group”), Bion Technologies, Inc., BionSoil, Inc., Bion Services, Bion PA2 LLC and Bion 3G-1 LLC; and its 58.9 Bion PA1 LLC was dissolved on December 29, 2021 (See Note 5). The operating loss are included in the consolidation through December 29, 2021. The accompanying consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at December 31, 2021, and the results of operations of the Company for the three and six months ended December 31, 2021 and 2020 and the cash flows of the Company for the six months ended December 31, 2021 and 2020. Operating results for the three and six months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. Property and equipment Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations. Patents The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents. Stock-based compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values. Derivative Financial Instruments Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Warrants The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined. Concentrations of credit risk The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Noncontrolling interests In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value. Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 – assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions. Lease Accounting The Company accounts for leases under ASC 842, Leases For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. Revenue Recognition The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of ASC 606 “Revenue from Contracts with Customers”. Loss per share Basic loss per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the loss per share or increase the earnings per share. During the three and six months ended December 31, 2021 and 2020, the basic and diluted loss per share was the same, as the impact of potential dilutive common shares was anti-dilutive. The following table represents the warrants, options and convertible securities excluded from the calculation of basic loss per share: Schedule of anti dilutive securities December 31, December 31, Warrants 19,726,777 21,270,102 Options 10,471,600 9,511,600 Convertible debt 10,673,722 11,215,175 Convertible preferred stock — 19,500 The following is a reconciliation of the denominators of the basic and diluted loss per share computations for the three and six months ended December 31, 2021 and 2020: Schedule of earnings per share, basic and diluted Three months Three months Six months Six months Shares issued – beginning of period 41,475,573 31,575,656 41,315,986 31,409,005 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 40,771,264 30,871,347 40,611,677 30,704,696 Weighted average shares issued 317,728 316,298 292,665 285,943 Diluted weighted average shares – 41,088,992 31,187,645 40,904,342 30,990,639 Use of estimates In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment consist of the following: Schedule of property and equipment December 31, June 30, Machinery and equipment $ — $ 2,222,670 Buildings and structures — 401,470 Computers and office equipment 11,137 171,485 3G project construction in process 145,439 — Property and equipment, gross 156,576 2,795,625 Less accumulated depreciation (9,681 ) (2,795,084 ) Property and equipment, net $ 146,895 $ 541 Management has reviewed the remaining property and equipment for impairment as of December 31, 2021 and believes that no Depreciation expense was $ 332 207 580 414 On December 29, 2021 Bion PA1 LLC was dissolved which removed all items which were listed under ‘Machinery and equipment’ and Buildings and structures’ plus almost all of the items which were listed under ‘Computers and office equipment’ at June 30, 2021 resulting in the elimination of almost the entire balance of ‘accumulated depreciation’. See Note 5, “LOANS PAYABLE: Pennvest Loan and Bion PA1 LLC (“PA1”) Dissolution” below. |
DEFERRED COMPENSATION
DEFERRED COMPENSATION | 6 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
DEFERRED COMPENSATION | 4. DEFERRED COMPENSATION The Company owes deferred compensation to various employees, former employees and consultants totaling $ 477,374 998,474 374,015 , 4 10 307,260 71,699 30,859 512,432 3 72,500 Bassani and Smith have each been granted the right to convert up to $ 300,000 0.75 The Company recorded interest expense of $ 4,268 4,095 6,693 2,950 8,300 8,044 12,476 5,159 |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | 5. LOANS PAYABLE Pennvest Loan and Bion PA1 LLC (“PA1”) Dissolution PA1, the Company’s wholly-owned subsidiary, was dissolved on December 29, 2021 on which date it owed $ 10,009,802 2,255,802 7,754,000 2.547 3.184 5,886,000 846,000 873,000 149,000 61,722 123,444 During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been solely an obligation of PA1 since that date. On September 25, 2014, the Pennsylvania Infrastructure Investment Authority (“Pennvest”) exercised its right to declare the PA1’s Pennvest Loan in default, accelerated the Pennvest Loan and demanded that PA1 pay $ 8,137,117 On December 29, 2021, the Company approved and executed a ‘Consent of the Sole Member of Bion PA 1’ (the “Consent to Dissolution”) that authorized the complete liquidation and dissolution of PA1. A Statement of Dissolution was filed by PA1 with the Colorado Secretary of State on December 29, 2021. The Company is of the understanding that the liquidation value of Bion PA 1’s property is substantially below the current amount outstanding under the Funding Agreement dated October 27, 2010 by and between PA1 and Pennvest, the only known secured creditor of PA1. Post-dissolution, PA1’s activities will be limited entirely to activities required to properly distribute its net assets to creditors and wind down its business. PA 1 is prepared to transfer to Pennvest all of PA1’s right, title and interest in its property (by a bill of sale or other acceptable agreement) or alternatively, with Pennvest’s approval and direction, arrange for the sale of its property and deliver all proceeds (net of commissions and customary costs of sale) to Pennvest. PA1 and Pennvest have entered into communication/exchanges to determine how Pennvest would like PA1 to proceed with this process. The Company’s personnel will assist PA1 with this process as needed at no cost to PA1. Upon the complete distribution of all assets of PA1, whether by transfer or sale and distribution of net proceeds as provided above, PA1 will use commercially reasonable efforts to cause the cessation of all activities. No distributions of PA1’s assets will be made to the Company or its affiliates. The Consent to Dissolution authorized Mark A. Smith, the Company’s President and the sole manager of PA1, to cause to be delivered for filing the Statement of Dissolution, to give notice of the dissolution, and to take any other act necessary to wind up and liquidate the business. PA 1 has made no payments to vendors or other creditors in connection with the dissolution. No distributions or payments of any kind have ever been made to the Company, the sole member of PA1 since inception and no payment will be made to the Company or any affiliate in connection with the dissolution. Through the date of the dissolution, PA1 was a wholly-owned subsidiary of the Company and its assets and liabilities were included on the Company’s consolidated balance sheet. At September 30, 2021, PA1’s total assets were $ 297 10,154,334 9,939,148 214,235 950 10,234,501 10,009,802 212,263 12,436 10,234,501 |
CONVERTIBLE NOTES PAYABLE - AFF
CONVERTIBLE NOTES PAYABLE - AFFILIATES | 6 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable - Affiliates | |
CONVERTIBLE NOTES PAYABLE - AFFILIATES | 6. CONVERTIBLE NOTES PAYABLE - AFFILIATES 2020 Convertible Obligations The 2020 Convertible Obligations, which accrue interest at either 4 4 0.50 1.00 0.75 As of December 31, 2021, the 2020 Convertible Obligation balances, including accrued interest, owed Bassani (and his donees), Smith and Edward Schafer (“Schafer”), the Company’s Vice Chairman, were $ 2,550,104 1,302,049 490,197 2,455,656 1,163,862 472,041 During the six months ended December 31, 2021, Smith elected to add $ 90,000 The Company recorded interest expense of $ 40,864 65,468 81,424 96,428 September 2015 Convertible Notes During the year ended June 30, 2016, the Company entered into September 2015 Convertible Notes with Bassani, Schafer and a Shareholder which replaced previously issued promissory notes. The September 2015 Convertible Notes bear interest at 4 0.60 The balances of the September 2015 Convertible Notes as of December 31, 2021, including accrued interest owed Bassani, Schafer and Shareholder, are $ 274,521 20,517 438,198 168,498 19,862 423,081 During the six months ended December 31, 2021, Bassani elected to transfer $ 100,000 The Company recorded interest expense of $ 5,698 5,365 11,064 10,731 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS' EQUITY Series B Preferred stock: Since July 1, 2014, the Company had 200 0.01 2.00 2.5 100 41,000 21,000 During the years ended June 30, 2021, and 2020, the Company declared dividends of $ 2,000 2,000 Common stock: Holders of common stock are entitled to one vote per share on all matters to be voted on by common stockholders. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share in all assets remaining after liabilities have been paid in full or set aside and the rights of any outstanding preferred stock have been satisfied. Common stock has no preemptive, redemption or conversion rights. The rights of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any outstanding series of preferred stock or any series of preferred stock the Company may designate in the future. Centerpoint holds 704,309 During the six months ended December 31, 2021, Smith elected to convert accounts payable (based on his unreimbursed expenses) of $ 17,711 35,424 0.50 0.75 During the six months ended December 31, 2021, 2,315,550 2,315,550 0.75 1,736,662 During the six months ended December 31, 2021, the Company issued 66,860 18,601 Warrants: As of December 31, 2021, the Company had approximately 19.7 0.60 1.50 The weighted-average exercise price for the outstanding warrants is $ 0.73 2.7 During the six months ended December 31, 2021, Smith elected to convert accounts payable of $ 17,711 35,424 0.50 0.75 During the six months ended December 31, 2021, the Company approved the issuance of 75,000 7,500 1.50 During the six months ended December 31, 2020, the Company approved the modification of existing warrants held by one former consultants and four investors, which extended certain expiration dates. The modifications resulted in incremental non-cash compensation of $ 5,625 2,712 During the six months ended December 31, 2021, 2,315,550 2,315,550 1,736,662 During the 2021 calendar year, 6,431,538 .75 2,176,216 6,431,538 2,226,216 4,823,651 1,632,162 648,142 During the six months ended December 31, 2021, the Company issued 66,860 18,601 Stock options: The Company’s 2006 Consolidated Incentive Plan, as amended during the year ended June 30, 2021 (the “2006 Plan”), provides for the issuance of options (and/or other securities) to purchase up to 36,000,000 10 The Company recorded compensation expense related to employee stock options of nil 0 0 A summary of option activity under the 2006 Plan for the six months ended December 31, 2021 is as follows: Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2021 10,471,600 $ 0.77 3.7 $ 6,064,335 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2021 10,471,600 $ 0.77 3.2 $ 9,624,679 Exercisable at December 31, 2021 10,471,600 $ 0.77 3.2 $ 9,624,679 The following table presents information relating to nonvested stock options as of December 31, 2021: Schedule of non vested stock options Options Weighted Average Nonvested at July 1, 2021 — $ — Granted — — Vested — — Nonvested at December 31, 2021 — $ — The total fair value of stock options that vested during both the three and six months ended December 31, 2021 and 2020 was nil. As of December 31, 2021, the Company had no unrecognized compensation cost related to stock options. Stock-based employee compensation charges in operating expenses in the Company’s financial statements for the three and six months ended December 31, 2021 and 2020 are as follows: Condensed Financial Statement Three Three Six months Six months General and administrative: Change in fair value from modification of $ — $ 8,775 $ — $ 8,775 Change in fair value from modification of 5,625 25,506 5,625 25,506 Fair value of stock options expensed — — — — Total $ 5,625 $ 34,281 $ 5,625 $ 34,281 Research and development: Fair value of stock options expensed $ — $ — $ — $ — Total $ — $ — $ — $ — |
SUBSCRIPTION RECEIVABLE - AFFIL
SUBSCRIPTION RECEIVABLE - AFFILIATES | 6 Months Ended |
Dec. 31, 2021 | |
Subscription Receivable - Affiliates | |
SUBSCRIPTION RECEIVABLE - AFFILIATES | 8. SUBSCRIPTION RECEIVABLE - AFFILIATES As of December 31, 2021, the Company has three interest bearing, secured promissory notes with an aggregate principal amount of $ 428,250 491,975 5,565,000 0.75 As of December 31, 2021, the Company has an interest bearing, secured promissory note for $ 30,000 34,093 300,000 0.60 4 30,000 34,093 As of December 31, 2021, the Company has two interest bearing, secured promissory notes with an aggregate principal amount of $ 46,400 54,088 928,000 0.75 90 4 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Employment and consulting agreements: Smith has held the positions of Director, President and General Counsel of Company and its subsidiaries under various agreements (and extensions) and terms since March 2003. On October 10, 2016, the Company approved a month to month contract extension with Smith which includes provisions for i) a monthly salary of $ 18,000 300,000 0.75 Since March 31, 2005, the Company has had various agreements with Brightcap and/or Bassani, through which the services of Bassani are provided (any reference to Brightcap or Bassani for all purposes are the same individual). The Board appointed Bassani as the Company's CEO effective May 13, 2011. On February 10, 2015, the Company executed an Extension Agreement with Bassani pursuant to which Bassani extended the term of his service to the Company to December 31, 2017, (with the Company having an option to extend the term an additional six months.) Pursuant to the Extension Agreement, Bassani continued to defer his cash compensation ($ 31,000 125,000 0.75 300,000 0.75 31,000 2,000 300,000 3,000,000 June 30, 2025 340,093 120,000 55,000 Execution/exercise bonuses: As part of agreements the Company entered into with Bassani and Smith effective May 15, 2013, they were each granted the following: a) a 50% execution/exercise bonus which shall be applied upon the effective date of the notice of intent to exercise (for options and warrants) or issuance event, as applicable, of any currently outstanding and/or subsequently acquired options, warrants and/or contingent stock bonuses owned by each (and/or their donees) as follows: i) in the case of exercise by payment of cash, the bonus shall take the form of reduction of the exercise price; ii) in the case of cashless exercise, the bonus shall be applied to reduce the exercise price prior to the cashless exercise calculations; and iii) with regard to contingent stock bonuses, issuance shall be triggered upon the Company’s common stock reaching a closing price equal to 50% of currently specified price; and b) the right to extend the exercise period of all or part of the applicable options and warrants for up to five years (one year at a time) by annual payments of $.05 per option or warrant to the Company on or before a date during the three months prior to expiration of the exercise period at least three business days before the end of the expiration period. Effective January 1, 2016 such annual payments to extend warrant exercise periods have been reduced to $.01 per option or warrant. During the year ended June 30, 2021, the Company added a 75 3,000,000 As of December 31, 2021, the execution/exercise bonuses ranging from 50 90 16,778,213 Litigation: A: Website As previously reported, on Saturday morning, July 17, 2021, our historical website domain – biontech.com – and email services were compromised and disabled. Research indicated that an unknown party had ‘hijacked’ the domain in a theft attempt. On September 10, 2021, the Company filed a federal lawsuit ‘in rem’ to recover the <biontech.com> domain and the unknown ‘John Doe’ who hacked and attempted to steal the website. The litigation was filed in the United States District Court for the Eastern District of Virginia, Alexandria Division under the heading ‘Bion Environmental Technologies, Inc., Plaintiff, vs John Doe and <biontech.com>, Defendants’ (Case No. 1:21-cv-01034), seeking recovery of the domain name and other relief as set forth therein. On November 19, 2021, the United States District Court for the Eastern District of Virginia, Alexandria Division issued an order stating that “… ORDERED, ADJUDGED and Decreed that plaintiff Bion Environmental Technologies, Inc. (‘plaintiff) Is the lawful owner of domain name <biontech.com> ….” under the heading ‘Bion Environmental Technologies, Inc., Plaintiff, vs John Doe and <biontech.com>, Defendants’ (Case No. 1:21-cv-01034). The Company has moved the domain name <biontech.com> to a new registrar and reactivated it for the Company’s use (paired currently with its current bionenviro.com website). B: Dissolution of Bion PA1, LLC (“PA1”) On September 25, 2014, the Pennsylvania Infrastructure Investment Authority (“Pennvest”) exercised its right to declare the PA1’s Pennvest Loan in default, accelerated the Pennvest Loan and demanded that PA1 pay $ 8,137,117 On December 29, 2021, the Company approved and executed a Consent of the Sole Member of Bion PA 1 (the “Consent to Dissolution”) that authorized the complete liquidation and dissolution of PA1. A Statement of Dissolution was filed by PA1 with the Colorado Secretary of State on December 29, 2021. The Company is of the understanding that the liquidation value of Bion PA 1’s property is substantially below the current amount outstanding under the Funding Agreement dated October 27, 2010 by and between PA1 and Pennvest, the only known secured creditor of PA1. Post-dissolution, PA1’s activities will be limited entirely to activities required to properly distribute its net assets to creditors and wind down its business. PA 1 is prepared to transfer to Pennvest all of PA1’s right, title and interest in its property (by a bill of sale or other acceptable agreement) or alternatively, with Pennvest’s approval and direction, arrange for the sale of its property and deliver all proceeds (net of commissions and customary costs of sale) to Pennvest. PA1 and Pennvest have entered into communication/exchanges to determine how Pennvest would like PA1 to proceed with this process. The Company’s personnel will assist PA1 with this process as needed at no cost to PA1. Upon the complete distribution of all assets of PA1, whether by transfer or sale as provided above, PA1 will use commercially reasonable efforts to cause the cessation of all activities. No distributions of PA1’s assets will be made to the Company or its affiliates. The Consent to Dissolution authorized Mark A. Smith, the Company’s President and the sole manager of PA1, to cause to be delivered for filing the Statement of Dissolution, to give notice of the dissolution, and to take any other act necessary to wind up and liquidate the business. PA 1 has made no payments to vendors or other creditors in connection with the dissolution. No distributions or payments of any kind have ever been made to the Company, the sole member of PA1 since inception and no payment will be made to the Company or any affiliate in connection with the dissolution. Through the date of the dissolution, PA1 was a wholly-owned subsidiary of the Company and its assets and liabilities were included on the Company’s consolidated balance sheet. At September 30, 2021, PA1’s total assets were $ 297 10,154,334 9,939,148 214,235 950 10,234,501 10,009,802 212,263 12,436 10,234,501 The Company currently is not involved in any other material litigation or similar events. Lease: The Company entered into an agreement on September 23, 2021, to lease approximately four acres of land near Fair Oaks, Indiana, for the development site of its Initial Project. The following table summarized the supplemental cash flow information for the six months ended December 31, 2021: Schedule Of Cash Flow Supplemental Disclosure December 31, 2021 Cash paid for noncancelable operating lease included in the operating cash flows $ 60,000 Right of use assets obtained in exchange for operating lease liabilities $ 180,586 The future minimum lease payment under noncancelable operating lease with terms greater than one year as of December 31, 2022: Schedule Of Future Minimum Lease Payment From January 2022 to December 2022 $ — From January 2023 to December 2023 75,000 From January 2024 to December 2024 75,000 Undiscounted cash flow 150,000 Less imputed interest (27,395 ) Total $ 122,605 The weighted average remaining lease term and discounted rate related to the Company’s lease liability as of December 31, 2022 were 3 years and 10%, respectively |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS The Company has evaluated events that occurred subsequent to December 31, 2021 for recognition and disclosure in the financial statements and notes to the financial statements. On January 26, 2022 OMRI’s Appeals Review Committee affirmed the prior “unresolved’ determination by OMRI’s Review Panel. The OMRI process has now moved to OMRI’s Advisory Council. See Note 1 subsection “Organic Fertilizer Listing/Certification Process” above for related disclosure. On January 28, 2022 Bion Environmental Technologies, Inc. (‘Bion’), on behalf of Bion 3G1 LLC (‘3G1’), a wholly-owned subsidiary, entered into a Purchase Order Agreement with Buflovak and Hebeler Process Solutions (collectively ‘Buflovak’) in the amount of $ 2,665,500 25 665,375 The Initial Project is designed to be installed primarily in two targeted primary phases which approach has been adopted to enable more rapid deployment of our 3G technology given pandemic-induced supply chain constraints. The first phase includes procurement and deployment of Bion’s core 3G technology. The modules in this phase include evaporation, distillation, absorption and crystallization modules, along with supporting mechanical/electrical equipment, controls, instrumentation, and facilities, many of which include components with ‘long lead times’ for manufacture and delivery. These items have now been ordered and procurement/manufacturing, as applicable, is underway. This phase also includes installing a process building to house the system components, full utility installation (electrical, water, internet, natural gas, etc.), tankage to hold process and waste product liquids, facility access, and other items. The second phase, which will require additional permitting, planning and logistics, will consist primarily of design and construction of a 300 head beef cattle feed barn and an anaerobic digester, which items have shorter construction and fabrication/installation lead times than many of the components of the first phase. The barn will include an innovative slatted floor livestock and an automated manure collection system. Support structures will include manure collection basins, pumping stations, and automated controls integrated with the 3G system control system. The design and installation for both phases will include adaptive spaces that allow the integration of Initial Project expansions and the refinement of equipment operations that enhance system productivity and reduce energy demand. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc. (“Projects Group”), Bion Technologies, Inc., BionSoil, Inc., Bion Services, Bion PA2 LLC and Bion 3G-1 LLC; and its 58.9 Bion PA1 LLC was dissolved on December 29, 2021 (See Note 5). The operating loss are included in the consolidation through December 29, 2021. The accompanying consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at December 31, 2021, and the results of operations of the Company for the three and six months ended December 31, 2021 and 2020 and the cash flows of the Company for the six months ended December 31, 2021 and 2020. Operating results for the three and six months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. |
Property and equipment | Property and equipment Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations. |
Patents | Patents The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents. |
Stock-based compensation | Stock-based compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values. |
Derivative Financial Instruments | Derivative Financial Instruments Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Warrants | Warrants The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined. |
Concentrations of credit risk | Concentrations of credit risk The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. |
Noncontrolling interests | Noncontrolling interests In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value. Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 – assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions. |
Lease Accounting | Lease Accounting The Company accounts for leases under ASC 842, Leases For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. |
Revenue Recognition | Revenue Recognition The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of ASC 606 “Revenue from Contracts with Customers”. |
Loss per share | Loss per share Basic loss per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the loss per share or increase the earnings per share. During the three and six months ended December 31, 2021 and 2020, the basic and diluted loss per share was the same, as the impact of potential dilutive common shares was anti-dilutive. The following table represents the warrants, options and convertible securities excluded from the calculation of basic loss per share: Schedule of anti dilutive securities December 31, December 31, Warrants 19,726,777 21,270,102 Options 10,471,600 9,511,600 Convertible debt 10,673,722 11,215,175 Convertible preferred stock — 19,500 The following is a reconciliation of the denominators of the basic and diluted loss per share computations for the three and six months ended December 31, 2021 and 2020: Schedule of earnings per share, basic and diluted Three months Three months Six months Six months Shares issued – beginning of period 41,475,573 31,575,656 41,315,986 31,409,005 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 40,771,264 30,871,347 40,611,677 30,704,696 Weighted average shares issued 317,728 316,298 292,665 285,943 Diluted weighted average shares – 41,088,992 31,187,645 40,904,342 30,990,639 |
Use of estimates | Use of estimates In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive securities | Schedule of anti dilutive securities December 31, December 31, Warrants 19,726,777 21,270,102 Options 10,471,600 9,511,600 Convertible debt 10,673,722 11,215,175 Convertible preferred stock — 19,500 |
Schedule of earnings per share, basic and diluted | Schedule of earnings per share, basic and diluted Three months Three months Six months Six months Shares issued – beginning of period 41,475,573 31,575,656 41,315,986 31,409,005 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 40,771,264 30,871,347 40,611,677 30,704,696 Weighted average shares issued 317,728 316,298 292,665 285,943 Diluted weighted average shares – 41,088,992 31,187,645 40,904,342 30,990,639 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, June 30, Machinery and equipment $ — $ 2,222,670 Buildings and structures — 401,470 Computers and office equipment 11,137 171,485 3G project construction in process 145,439 — Property and equipment, gross 156,576 2,795,625 Less accumulated depreciation (9,681 ) (2,795,084 ) Property and equipment, net $ 146,895 $ 541 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2021 10,471,600 $ 0.77 3.7 $ 6,064,335 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2021 10,471,600 $ 0.77 3.2 $ 9,624,679 Exercisable at December 31, 2021 10,471,600 $ 0.77 3.2 $ 9,624,679 |
Schedule of non vested stock options | Schedule of non vested stock options Options Weighted Average Nonvested at July 1, 2021 — $ — Granted — — Vested — — Nonvested at December 31, 2021 — $ — |
Condensed Financial Statement | Condensed Financial Statement Three Three Six months Six months General and administrative: Change in fair value from modification of $ — $ 8,775 $ — $ 8,775 Change in fair value from modification of 5,625 25,506 5,625 25,506 Fair value of stock options expensed — — — — Total $ 5,625 $ 34,281 $ 5,625 $ 34,281 Research and development: Fair value of stock options expensed $ — $ — $ — $ — Total $ — $ — $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Cash Flow Supplemental Disclosure | Schedule Of Cash Flow Supplemental Disclosure December 31, 2021 Cash paid for noncancelable operating lease included in the operating cash flows $ 60,000 Right of use assets obtained in exchange for operating lease liabilities $ 180,586 |
Schedule Of Future Minimum Lease Payment | Schedule Of Future Minimum Lease Payment From January 2022 to December 2022 $ — From January 2023 to December 2023 75,000 From January 2024 to December 2024 75,000 Undiscounted cash flow 150,000 Less imputed interest (27,395 ) Total $ 122,605 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)Decimal | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2018USD ($) | |
Cattle per head | Decimal | 300 | |||
Tech wastage | Decimal | 1,500 | |||
Percentage of sustainable | 29.50% | |||
Description of kreider 2 poultry project | Bion has done extensive pre-development work related to a waste treatment/renewable energy production facility to treat the waste from KF’s approximately 6+ million chickens (planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams) ('Kreider Renewable Energy Facility' or ‘Kreider 2 Project’). On May 5, 2016, the Company executed a stand-alone joint venture agreement with Kreider Farms covering all matters related to development and operation of Kreider 2 system to treat the waste streams from Kreider’s poultry facilities in Bion PA2 LLC (“PA2”). During May 2011 the PADEP certified a smaller version of the Kreider 2 Project (utilizing our 3G Tech) for 559,457 nutrient credits under the old EPA’s Chesapeake Bay model. The Company has been in ongoing discussions with the PADEP regarding the appropriate credit calculation methodology for large-scale technology-based nutrient reduction installations such as the KF2 Project utilizing our 3G Tech platform. Based on these discussions and the size of the Kreider 2 Project, we anticipate that if and when designs are finalized, the Kreider 2 Project will be re-certified for a far larger number of credits (management’s current estimates are between 2-4 million (or more) nutrient reduction credits for treatment of the waste stream from Kreider’s poultry pursuant to the amended EPA Chesapeake Bay model and agreements between the EPA and PA | |||
Net Income (loss) | $ 8,781,000 | $ 3,451,000 | $ 4,553,000 | |
Net income | 10,235,000 | |||
Operating loss | 1,226,000 | |||
Working Capital | 4,006,000 | |||
Stockholders' Equity Attributable to Parent | 912,022 | 11,445,456 | ||
Proceeds from Issuance or Sale of Equity | 1,737,000 | $ 5,209,000 | $ 1,584,000 | |
Commissions paid | 18,600 | |||
Deferred Compensation Liability, Amount Cancelled | $ 2,404,000 | |||
Minimum [Member] | ||||
Capital Required for Capital Adequacy | 10,000,000 | |||
Maximum [Member] | ||||
Capital Required for Capital Adequacy | $ 50,000,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 19,726,777 | 21,270,102 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,471,600 | 9,511,600 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,673,722 | 11,215,175 |
Convertible Preferred Stock Antidilutive Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 19,500 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share, Basic and Diluted (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Shares issued – beginning of period | 41,475,573 | 31,575,656 | 41,315,986 | 31,409,005 |
Shares held by subsidiaries (Note 7) | (704,309) | (704,309) | (704,309) | (704,309) |
Shares outstanding – beginning of period | 40,771,264 | 30,871,347 | 40,611,677 | 30,704,696 |
Weighted average shares issued during the period | 317,728 | 316,298 | 292,665 | 285,943 |
Diluted weighted average shares – end of period | 41,088,992 | 31,187,645 | 40,904,342 | 30,990,639 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Dec. 31, 2021 |
Centerpoint [Member] | |
Noncontrolling interest, ownership percentage by parent | 58.90% |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 2,222,670 | |
Buildings and structures | 401,470 | |
Computers and office equipment | 11,137 | 171,485 |
3G project construction in process | 145,439 | |
Property and equipment, gross | 156,576 | 2,795,625 |
Less accumulated depreciation | (9,681) | (2,795,084) |
Property and equipment, net | $ 146,895 | $ 541 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 332 | $ 207 | $ 580 | $ 414 |
Property, Plant and Equipment of PA1 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of Long-Lived Assets Held-for-use | $ 0 |
DEFERRED COMPENSATION (Details
DEFERRED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 477,374 | $ 998,474 | $ 477,374 | $ 998,474 | $ 479,208 |
Interest Rate on Deferred Compensation | 4.00% | 4.00% | |||
Deferred Compensation Consecutive Trading Days (Day) | 10 days | ||||
Interest Expense | 118,365 | $ 303,218 | $ 230,545 | $ 407,637 | |
Interest Expense on Deferred Compensation Obligation [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Interest Expense | 4,268 | 6,693 | 8,300 | 12,476 | |
Interest Expense, Related Party | 4,095 | 2,950 | 8,044 | 5,159 | |
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | 374,015 | 307,260 | 374,015 | 307,260 | |
Deferred Compensation, Convertible to Common Stock | $ 300,000 | $ 300,000 | |||
Deferred Compensation, Convertible to Common Stock, Price Per Share (in dollars per share) | $ 0.75 | $ 0.75 | |||
President [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | 71,699 | 71,699 | |||
Consultants [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 30,859 | $ 512,432 | $ 30,859 | $ 512,432 | |
Interest Rate on Deferred Compensation | 3.00% | 3.00% | |||
Former Employee [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 72,500 | $ 72,500 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 29, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 25, 2014 | |
Short-term Debt [Line Items] | ||||||||
Total assets | $ 5,314,735 | $ 5,314,735 | $ 297 | $ 4,341,911 | ||||
Total liabilities | 6,188,635 | 6,188,635 | $ 10,234,501 | 10,154,334 | 15,748,250 | |||
Accounts payable and accrued liabilities | 513,070 | 513,070 | 10,009,802 | 9,939,148 | $ 570,050 | |||
Accounts payable | 212,263 | 214,235 | ||||||
Accrued Liabilities, Current | $ 12,436 | $ 950 | ||||||
Gain on legal dissolution of subsidiary | 10,234,501 | |||||||
PA-1 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Debt Default, Amount | $ 8,137,117 | |||||||
Pennvest Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Construction Loan | 10,009,802 | 10,009,802 | ||||||
Accrued Interest and Late Charges Payable | 2,255,802 | 2,255,802 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,754,000 | 7,754,000 | ||||||
Debt Instrument, Annual Principal Payment | 5,886,000 | 5,886,000 | ||||||
Long-Term Debt, Maturity, Year Two | 846,000 | 846,000 | ||||||
Long-Term Debt, Maturity, Year Three | 873,000 | 873,000 | ||||||
Long-Term Debt, Maturity, Year Four | 149,000 | 149,000 | ||||||
Interest Expense, Debt | $ 61,722 | $ 61,722 | $ 123,444 | $ 123,444 | ||||
Pennvest Loan [Member] | Years One Through Five [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 2.547% | |||||||
Pennvest Loan [Member] | Years Six Through Maturity [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 3.184% |
CONVERTIBLE NOTES PAYABLE - A_2
CONVERTIBLE NOTES PAYABLE - AFFILIATES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 01, 2020 | |
Short-term Debt [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | $ 0.75 | |||||
Convertible Notes Payable, Noncurrent | $ 5,075,586 | $ 5,075,586 | $ 4,793,097 | ||||
Interest Expense | $ 118,365 | $ 303,218 | $ 230,545 | $ 407,637 | |||
President [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Number of Warrants Per Unit (in shares) | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | $ 0.75 | |||||
President [Member] | Secured Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Financing Receivable, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||||
The 2020 Convertible Obligations [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Salary paid | $ 90,000 | ||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Debt Instrument, Interest Rate, Stated Percentage, Quarterly | 4.00% | ||||||
Conversion Price Per Unit (in dollars per share) | $ 0.50 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||||||
Interest Expense | $ 40,864 | 65,468 | 81,424 | 96,428 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | President [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable, Noncurrent | 1,302,049 | 1,163,862 | 1,302,049 | 1,163,862 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable, Noncurrent | 2,550,104 | 2,455,656 | 2,550,104 | 2,455,656 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Executive Vice Chairman [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable, Noncurrent | 490,197 | 472,041 | 490,197 | 472,041 | |||
September 2015 Convertible Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Deferred compensation | 100,000 | ||||||
September 2015 Convertible Notes [Member] | Chief Executive Officer [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable | 274,521 | 168,498 | 274,521 | 168,498 | |||
September 2015 Convertible Notes [Member] | Executive Vice Chairman [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable | 438,198 | 423,081 | 438,198 | 423,081 | |||
September 2015 Convertible Notes [Member] | Consultants [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible Notes Payable | 20,517 | $ 19,862 | 20,517 | $ 19,862 | |||
September 2015 Convertible Notes [Member] | Convertible Debt [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion Price Per Unit (in dollars per share) | $ 0.60 | $ 0.60 | |||||
Interest Expense | $ 5,698 | $ 5,365 | $ 11,064 | $ 10,731 |
STOCKHOLDERS' EQUITY - Stock Op
STOCKHOLDERS' EQUITY - Stock Options Activity (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2021 | |
Equity [Abstract] | ||
Options outstanding, beginning (in shares) | shares | 10,471,600 | |
Options outstanding, beginning weighted-average exercise price | $ / shares | $ 0.77 | |
Outstanding, weighted-average remaining contractual life (Year) | 3 years 2 months 12 days | 3 years 8 months 12 days |
Outstanding, aggregate intrinsic value beginning | $ | $ 6,064,335 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | ||
Granted, weighted-average exercise price | $ / shares | ||
Exercised, options (in shares) | shares | ||
Exercised, weighted-average exercise price | $ / shares | ||
Forfeited, options (in shares) | shares | ||
Forfeited, weighted-average exercise price | $ / shares | ||
Expired, options (in shares) | shares | ||
Expired, weighted-average exercise price | $ / shares | ||
Options outstanding, ending (in shares) | shares | 10,471,600 | |
Options outstanding, beginning weighted-average exercise price | $ / shares | $ 0.77 | |
Outstanding, aggregate intrinsic value ending | $ | $ 9,624,679 | |
Exercisable, options (in shares) | shares | 10,471,600 | |
Options outstanding, beginning weighted-average exercise price | $ / shares | $ 0.77 | |
Exercisable, weighted-average remaining contractual life (Year) | 3 years 2 months 12 days | |
Exercisable, aggregate intrinsic value | $ | $ 9,624,679 |
STOCKHOLDERS' EQUITY - Nonveste
STOCKHOLDERS' EQUITY - Nonvested Share Activity (Details) | 6 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Nonvested options, beginning (in shares) | shares | |
Nonvested, weighted-average grant-date fair value beginning | $ / shares | |
Granted, options (in shares) | shares | |
Granted, weighted-average grant-date fair value | $ / shares | |
Vested (in shares) | shares | |
Vested, weighted-average grant-date fair value | $ / shares | |
Nonvested options, ending (in shares) | shares | |
Nonvested, weighted-average grant-date fair value, ending | $ / shares |
STOCKHOLDERS' EQUITY - Financia
STOCKHOLDERS' EQUITY - Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Change in fair value from modification of warrant terms | $ 5,625 | $ 25,506 | $ 5,625 | $ 25,506 |
Allocated Share-based Compensation Expense | 5,625 | 34,281 | 5,625 | 34,281 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | ||||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 0 | 0 | 0 | 0 |
Share-based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Change in fair value from modification of option terms | 8,775 | 8,775 | ||
Allocated Share-based Compensation Expense | ||||
Share-based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Jul. 01, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 03, 2014 | Jul. 02, 2014 |
Class of Stock [Line Items] | |||||||||
Redemption of convertible Preferred stock | $ 41,000 | ||||||||
Shares Held by Subsidiaries (in shares) | 704,309 | 704,309 | 704,309 | 704,309 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | $ 0.75 | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 2,315,550 | ||||||||
Common Stock Shares Issued upon Exercise of Warrants (in shares) | 2,315,550 | ||||||||
Warrant Exercised for Common Stock | $ 1,736,662 | ||||||||
Stock Issued During Period, Shares, Commission on Sale of Units and Warrant Exercises (in shares) | 66,860 | ||||||||
Payments of Commissions on Exercise of Warrants | $ 18,601 | ||||||||
Class of Warrant or Right, Outstanding (in shares) | 19,700,000 | 19,700,000 | |||||||
Weighted Average Exercise Price for Outstanding Warrants (in dollars per share) | $ 0.73 | ||||||||
Weighted Average Remaining Contractual Life for Outstanding Warrants (Year) | 2 years 8 months 12 days | ||||||||
Issuance of warrants | $ 7,500 | $ 2,500 | |||||||
Interest expenses | $ 118,365 | $ 303,218 | $ 230,545 | 407,637 | |||||
Warrant exercised | |||||||||
Proceeds from warrant | $ 1,736,662 | ||||||||
Share-based Compensation, Granted | |||||||||
Options Held [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation, Granted | 0 | 0 | 0 | 0 | |||||
Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 0.60 | |||||||
Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock options, authorized (in shares) | 36,000,000 | 36,000,000 | |||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options expiration period (Year) | 10 years | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | $ 0.75 | |||||||
Issuance of warrants | |||||||||
Commissions on warrant exercises, shares | 66,860 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | $ 0.75 | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 2,315,550 | ||||||||
Common Stock Shares Issued upon Exercise of Warrants (in shares) | 2,315,550 | ||||||||
Warrant Exercised for Common Stock | $ 1,736,662 | ||||||||
Issuance of warrants | $ 7,500 | ||||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | 5,625 | ||||||||
Interest expenses | 2,712 | ||||||||
Warrants issued | 2,226,216 | 6,431,538 | |||||||
Warrant exercised | 2,176,216 | ||||||||
Common stock share restricted | 6,431,538 | ||||||||
Proceeds from warrant | $ 1,632,162 | $ 4,823,651 | |||||||
Warrant unexercised | 648,142 | ||||||||
Additional Paid-in Capital [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of warrants | $ 7,500 | $ 2,500 | |||||||
Commissions on warrant exercises | 18,601 | ||||||||
President [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Converted to Units, Amount | $ 17,711 | ||||||||
Accounts Payable Converted to Units, Shares | 35,424 | ||||||||
Accounts Payable Converted to Units, Price Per Unit | $ 0.50 | $ 0.50 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.75 | 0.75 | |||||||
President [Member] | Restricted Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.75 | $ 0.75 | |||||||
President [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Converted to Units, Amount | $ 17,711 | ||||||||
Accounts Payable Converted to Units, Shares | 35,424 | ||||||||
Two Consultants [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 75,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 | 200 | 200 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Convertible Option Per Share (in dollars per share) | $ 2 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 2.50% | ||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ 100 | ||||||||
Dividends Payable | $ 21,000 | $ 21,000 | |||||||
Dividends, Preferred Stock | $ 2,000 | $ 2,000 |
SUBSCRIPTION RECEIVABLE - AFF_2
SUBSCRIPTION RECEIVABLE - AFFILIATES (Details Narrative) | Dec. 31, 2021USD ($)$ / sharesshares |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.75 |
Chief Executive Officer [Member] | Warrants Issused, Subscription Receivable [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 5,565,000 |
Chief Executive Officer [Member] | Secured Promissory Note [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Financing Receivable, after Allowance for Credit Loss, Total | $ 428,250 |
Notes receivable interest | $ 491,975 |
President [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.75 |
President [Member] | Warrants Issused, Subscription Receivable [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 300,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.60 |
President [Member] | Secured Promissory Note [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Financing Receivable, after Allowance for Credit Loss, Total | $ 34,093 |
Financing Receivable, Principal Amount | $ 30,000 |
Financing Receivable, Interest Rate, Stated Percentage | 4.00% |
Former Employee [Member] | Warrants Issused, Subscription Receivable [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 928,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.75 |
Former Employee [Member] | Secured Promissory Note [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Financing Receivable, after Allowance for Credit Loss, Total | $ 5,408,800 |
Financing Receivable, Principal Amount | $ 4,640,000 |
Financing Receivable, Interest Rate, Stated Percentage | 4.00% |
Consultant [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.90 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for noncancelable operating lease included in the operating cash flows | $ 60,000 |
Right of use assets obtained in exchange for operating lease liabilities | $ 180,586 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 10, 2016 | Feb. 10, 2015 | Dec. 31, 2022 | Sep. 25, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 29, 2021 | Sep. 30, 2021 | Aug. 01, 2018 | Feb. 28, 2018 | Apr. 27, 2017 | Oct. 31, 2016 |
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||||||||||||
Expiration date | Jun. 30, 2025 | ||||||||||||
Exercise bonus | 75.00% | ||||||||||||
Warrants held by trust owned | $ 3,000,000 | ||||||||||||
Warrants and Rights Outstanding | $ 16,778,213 | ||||||||||||
Assets | 5,314,735 | 4,341,911 | $ 297 | ||||||||||
Total liabilities | 6,188,635 | 15,748,250 | $ 10,234,501 | 10,154,334 | |||||||||
Accounts Payable And Accrued Liabilities | 513,070 | $ 570,050 | 10,009,802 | 9,939,148 | |||||||||
Accounts payable | 212,263 | 214,235 | |||||||||||
Accrued liabilities | $ 12,436 | $ 950 | |||||||||||
Gains Losses On Extinguishment Of Debt | $ 10,234,501 | ||||||||||||
Weighted average remaining lease term | The weighted average remaining lease term and discounted rate related to the Company’s lease liability as of December 31, 2022 were 3 years and 10%, respectively | ||||||||||||
Pennvest [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Principal, interest | $ 8,137,117 | ||||||||||||
Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.60 | ||||||||||||
Exercise bonus | 50.00% | ||||||||||||
Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.50 | ||||||||||||
Exercise bonus | 90.00% | ||||||||||||
President [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Monthly Officers' Cash Compensation | $ 18,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||||||||||||
President [Member] | Extension Bonus [Member] | FY2016 Extension Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Deferred Compensation, Maximum Convertible Amount | $ 300,000 | $ 125,000 | |||||||||||
Deferred Compensation, Stock Conversion, Price Per Share (in dollars per share) | $ 0.75 | $ 0.75 | |||||||||||
President [Member] | Warrants Issused, Subscription Receivable [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 300,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.60 | ||||||||||||
President [Member] | Warrants Issued in Connection with Sale of Units in Exchange for Salary [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Monthly Officers' Cash Compensation | $ 31,000 | ||||||||||||
Chief Executive Officer [Member] | Secured Promissory Note, Consideration for Warrants Expiring on December 31, 2025 [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Financing Receivable, after Allowance for Credit Loss, Total | $ 340,093 | ||||||||||||
Repayments of Long-term Debt, Total | $ 120,000 | $ 55,000 | |||||||||||
Chief Executive Officer [Member] | Warrants Issused, Subscription Receivable [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,565,000 | ||||||||||||
Chief Executive Officer [Member] | Warrants Expiring on December 31, 2025 [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,000,000 | ||||||||||||
Bassani [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Salaries and wages | $ 31,000 | ||||||||||||
Additional paid amount | $ 2,000 | ||||||||||||
Interest bearing secured promissory note | $ 300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Jan. 28, 2022USD ($) | |
Subsequent Event [Line Items] | |
Debt instrument paid amount | $ 2,665,500 |
Debt instrument rate | 25.00% |
Debt instrument principal payment | $ 665,375 |