Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2023

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 000-54277

XERIANT, INC.

(Exact name of registrant as specified in its charter).

Nevada		27-1519178
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Innovation Centre 1 3998 FAU Boulevard, Suite 309 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (561) 491-9595

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 10, 2023, the Registrant had outstanding 421,044,644 shares of common stock.

XERIANT, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page

Special Note regarding Forward-looking Statements			3

PART I – Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		10
Item 4.	Controls and Procedures		10

PART II – Other Information

Item 1.	Legal Proceedings		11
Item 1A.	Risk Factors		11
Item 2.	Unregistered Sales of Equity Securities		11
Item 3.	Defaults Upon Senior Securities		11
Item 4.	Mine Safety Disclosures		11
Item 5.	Other Information		11
Item 6.	Exhibits		12

Signatures			13

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial statements

XERIANT, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and June 30, 2023		F-2

Condensed Consolidated Statements of Operations for the three months ended September 30, 2023 and 2022 (Unaudited)		F-3

Condensed Consolidated Statements of Stockholder’s Deficit for the three months ended September 30, 2023 and 2022 (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2023 and 2022 (Unaudited)		F-6

Notes to Unaudited Condensed Consolidated Financial Statements		F-7

F-1

Table of Contents

XERIANT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	September 30, 2023			June 30, 2023
	Unaudited
Assets
Current assets
Cash	$	24,551		$	61,625
Prepaids		3,714			4,529
Note receivable		139,947			-
Total current assets		168,212			66,154

Deposits		12,546			12,546
Property & equipment, net		5,129			5,507
Operating lease right-of-use asset		70,765			82,911
Total assets	$	256,652		$	167,118

Liabilities and stockholders' deficit
Current liabilities
Accounts payable and accrued liabilities	$	437,842		$	402,568
Accrued liabilities, related party		10,000			20,000
Shares to be issued		75,200			75,200
Convertible notes payable- in default		5,850,000			5,850,000
Convertible notes payable		451,000			100,000
Convertible bridge loans, at fair value		249,702			247,254
Lease liability, current		57,876			55,999
Total current liabilities		7,131,620			6,751,021

Lease liability, long-term		21,144			36,197
Total liabilities		7,152,764			6,787,218

Commitments and contingencies (Note 11)

Stockholders' deficit
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 752,395 and 757,395 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively		8			8
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding		10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 401,033,144 and 389,433,144 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively		4,010			3,894
Common stock to be issued		51,950			51,950
Additional paid in capital		19,855,677			19,789,793
Accumulated deficit		(23,972,551	)		(23,638,461	)
Total stockholders’ deficit		(4,060,896	)		(3,792,806	)
Non-controlling interest		(2,835,216	)		(2,827,294	)
Total stockholders' deficit		(6,896,112	)		(6,620,100	)
Total liabilities and stockholders' deficit	$	256,652		$	167,118

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-2

Table of Contents

XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED

	For the three months ended
	September 30,
	2023			2022
Operating expenses:
Consulting and advisory fees	$	51,695		$	455,573
Related party consulting fees		97,500			94,000
General and administrative expenses		49,877			89,996
Professional fees		90,314			90,060
Advertising and marketing expense		2,522			6,356
Research and development expense		26,982			-
Total operating expenses		318,890			735,985

Loss from operations		(318,890	)		(735,985	)

Other expenses:
Amortization of debt discount		-			(461,842	)
Interest expense		(20,674	)		-
Change in fair value of convertible bridge loans		(2,448	)		-
Loss from Ebenberg JV		-			(49,328	)
Loss on extinguishment of debt		-			(3,570,366	)
Total other expense		(23,122	)		(4,081,536	)

Net loss		(342,012	)		(4,817,521	)

Less net loss attributable to noncontrolling interest		(7,922	)		(7,425	)

Net loss attributable to common stockholders	$	(334,090	)	$	(4,810,096	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		393,756,221			361,552,863

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-3

Table of Contents

XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023
UNAUDITED

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				Common stock to be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		issued		Capital			Deficit			Interest			Total
Balance June 30, 2023		757,395		$	8		1,000,000	$	10		389,433,144	$	3,894	$	51,950	$	19,789,793		$	(23,638,461	)	$	(2,827,294	)	$	(6,620,100	)

Conversion of Series A Preferred to Common Stock		(5,000	)		-		-		-		5,000,000		50		-		(50	)		-			-			-

Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		6,600,000		66		-		65,934			-			-			66,000

Net loss		-			-		-		-		-		-		-		-			(334,090	)		(7,922	)		(342,012	)

Balance September 30, 2023		752,395		$	8		1,000,000	$	10		401,033,144	$	4,010	$	51,950	$	19,855,677		$	(23,972,551	)	$	(2,835,216	)	$	(6,896,112	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-4

Table of Contents

XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022
UNAUDITED

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				Common stock to be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		issued		Capital			Deficit			Interest			Total
Balance June 30, 2022		781,132		$	8		1,000,000	$	10		365,239,001	$	3,652	$	51,950	$	16,351,791		$	(16,571,505	)	$	(2,797,611	)	$	(2,961,705	)

Stock issued for services		-			-		-		-		457,143		5		-		47,995			-			-			48,000

Conversion of Series A Preferred to Common Stock		(1,000	)		-		-		-		1,000,000		10		-		(10	)		-			-			-

Fair value of warrants associated with convertible debt		-			-		-		-		-		-		-		1,918,393			-			-			1,918,393

Adjustment for rounding		-			-		-		-		-		5		-		(5	)		-			-			-

Stock option compensation		-			-		-		-		-		-		-		306,170			-			-			306,170

Net loss		-			-		-		-		-		-		-		-			(4,810,096	)		(7,425	)		(4,817,521	)

Balance September 30, 2022		780,132		$	8		1,000,000	$	10		366,696,144	$	3,672	$	51,950		18,624,349		$	(21,381,601	)	$	(2,805,036	)	$	(5,506,663	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

Table of Contents

XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

	For the three months ended
	September 30,
	2023			2022

Cash Flows from Operating Activities
Net loss	$	(342,012	)	$	(4,817,521	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		378			335
Stock option expense		-			306,170
Stock issued for services		-			48,000
Change in fair value of convertible bridge loans		2,448
Loss on extinguishment of debt		-			3,570,366
Loss from Ebenberg JV		-			(49,328	)
Amortization of debt discount		-			461,842
Amortization of right of use asset		12,146			10,905
Changes in operating assets and liabilities:
Prepaids		815			(7,476	)
Accounts payable and accrued liabilities		41,274			(87,139	)
Accrued liability, related party		(10,000	)		10,000
Lease liabilities		(13,176	)		(11,493	)
Net cash from operating activities		(308,127	)		(565,339	)

Cash Flows from Investing Activities
Cash issued for notes receivable		(139,947	)		-
Purchase of property and equipment		-			(2,567	)
Net cash from financing activities		(139,947	)		(2,567	)

Cash Flows from Financing Activities
Proceeds from convertible bridge loans		411,000			-
Net cash from financing activities		411,000			-

Net change in cash		(37,074	)		(567,906	)

Cash at beginning of period		61,625			1,065,945

Cash at end of period	$	24,551		$	498,039

Supplemental Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	66,000		$	-
Warrants issued with convertible notes payable extinguishment	$	-		$	1,918,393

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

Table of Contents

XERIANT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Company Overview

Xeriant, Inc. (the “Company”) is dedicated to the discovery, development and commercialization of advanced materials and technology related to next generation air and spacecraft, which can be successfully integrated and commercialized for deployment across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. The Company plans to market its advanced materials line under the DUREVER™ brand, which includes NexBoard™, an eco-friendly, patent-pending composite building panel made from plastic and cellulose waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.

Operating History

The Company is a development-stage enterprise with a limited operating history with no sales, and operating losses since its inception. The Company has had two joint ventures, one in the area of aerospace that was effective May 27, 2021, and the other involving advanced materials that was effective April 2, 2022, and terminated on June 30, 2023.

Advanced Materials

A primary focus of the Company is the acquisition and commercial exploitation of eco-friendly, advanced materials and chemicals which have applications across a broad range of industries and the potential to generate significant near-term revenue. The Company’s commercialization strategy encompasses licensing arrangements and joint ventures, which would allow for more rapid access to the market with reduced capital requirements and financial risk. In addition to providing the production and distribution infrastructure, these established partnering companies can streamline testing and certification and add brand recognition value. The advanced materials and chemicals may be sold as standalone products, enhancements to existing products, or used in the development of proprietary products under a new trademarked brand owned by the Company. The Company is exploring manufacturing and branding opportunities for specific products derived from advanced materials and chemicals acquired or developed, which would involve setting up production facilities, equipment, systems and supply chain.

Effective April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o, a Slovakian chemical company, setting forth the terms for a joint venture (referred to herein as the Movychem JV) to exploit the Movychem Intellectual Property and Purchased Patents. The Movychem JV, owned 50% by Xeriant and 50% by Movychem, subject to certain funding conditions, was granted the exclusive worldwide rights to the intellectual property related to Retacell^®, an industrial flame-retardant, and would be responsible for developing applications and commercializing products.

On June 8, 2022, Xeriant announced the development of a multi-purpose, high-strength fire- and water-resistant composite panel made from a formulation of Retacell^® and a cardboard fiber-reinforced polymeric resin. The panel described in the press release was initially produced in a benchtop setting.

After experiencing a number of issues, including but not limited to Movychem’s unwillingness to provide material documentation, processes and information required for the exploitation of Retacell^®, the Company independently developed an upcycled construction panel, without the inclusion of Retacell^®, outside of the Movychem JV.

F-7

Table of Contents

On August 12, 2022, the Company filed the trademark “NexBoard,” for construction panels, namely, composite sheets and panels composed primarily of plastic, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing and decking. The trademark filing was intentionally broad and based upon demand for a general all-purpose construction panel made from a mixture of fire-retardant and recycled materials.

On July 11, 2023, Xeriant announced the successful testing of a proprietary high-volume production process for an environmentally friendly patent-pending composite construction panel (NexBoard”) that can be produced in the United States at industrial scale. This approach will enable the Company to unlock existing demand indicated by several homebuilders and developers seeking environmentally friendly construction panels in varying thicknesses and sizes, including standard 48” x 96” sheets, economically and with consistency and efficiency.

Because of Movychem’s non-performance, as described above, Xeriant ceased paying Movychem $25,000 per month as required in the Joint Venture beginning December 2022 (see Note 3). On February 13, 2023, Movychem formally requested dissolution of its Joint Venture with Xeriant, Ebenberg, LLC. On February 24, 2023, Xeriant provided a formal response to Movychem, highlighting its multiple and sustained lapses in collaborative efforts related to the commercialization of the Retacell^® technology. Subsequent to this communication, Xeriant expressly repudiated Movychem’s proposition for dissolution and their proposition to take an exclusive territory to market Retacell^®. Because Xeriant is focused on the commercialization and industrial-level production of eco-friendly composite construction panels, and has moved past the Retacell^®technology, the Company agreed to dissolution of the Ebenberg, LLC Joint Venture effective June 30, 2023.

On March 31, 2023, the Company filed a provisional patent application titled “Multilayered Fire-Resistant Polymer Composite and Method for Producing Same,” for a method of producing a unique fire-resistant thermoplastic and fiber composite material which may be formed or shaped into various construction products of different thicknesses and dimensions. This green material will be composed primarily of recycled plastic, cellulose and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. Subject to available capital, the Company is planning to build manufacturing facilities in the United States for the production of NexBoard in order to meet market demand, or alternatively license the technology and process. The Company has identified potential sites for near-term contract manufacturing, a pilot plant, and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and hired a managing director with decades of experience to oversee the projects.

Aerospace

Another area of interest for the Company is the emerging aviation market called Advanced Air Mobility (AAM), the transition to more efficient, eco-friendly, automated and convenient flight operations enabled by the convergence of technological advancements in design and engineering, composite materials, propulsion systems, battery energy density and manufacturing processes. Next-generation aircraft being developed for this market offer low-cost, on-demand flight for passengers and cargo, utilizing lower altitude airspace and bypassing the traditional hub and spoke airport network with vertical takeoff and landing (VTOL) capabilities. Many of these lightweight aircraft are electrically powered through either hybrid or pure battery systems, which allows for quieter, low emission flights over urban areas, however with limited speed and range. The adoption and integration of niche aerial services through AAM is expected to provide benefits throughout the economy. The Company plans to partner with and acquire strategic interests in visionary companies that accelerate our mission of commercializing critical breakthrough AAM technologies which enhance performance, increase safety, and enable and support more efficient, autonomous, and sustainable flight operations, including electric and hybrid-electric passenger and cargo transport aircraft capable of vertical takeoff and landing. The Company’s plan to source and acquire strategic interests in leading aerospace companies developing breakthrough VTOL aircraft began in the second quarter of fiscal year 2021. Reference is made to Note 3 concerning the joint venture with XTI Aircraft Company.

F-8

Table of Contents

In the area of aerospace, management believes that Xeriant can grow expeditiously by acquiring technology and assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, the Company offers its subsidiaries such benefits as improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, sales & marketing, human resources, purchasing power, as well as investor and public relations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, Eco-Aero, LLC, BlueGreen Composites, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The condensed consolidated financial statements, which include the accounts of the Company and its subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements have been prepared using the accrual basis of accounting in accordance with U.S. GAAP, and presented in US dollars. The fiscal year end is June 30.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception and has an accumulated deficit of $23,972,551 as of September 30, 2023. During the three months ended September 30, 2023, the Company’s net loss was $342,012 and at September 30, 2023, the Company had a working capital deficit of $6,963,408. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in approximately two months from November 14, 2023. Management’s plans include raising capital through the issuance of common stock and debt to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenue in the foreseeable future. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof.

F-9

Table of Contents

Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”), Eco-Aero, LLC and BlueGreen Composites, LLC. The Company owns a 64% controlling interest in AAT; a 50% interest in Eco-Aero, LLC, with control exercised through a majority membership in the management committee and a 100% interest in BlueGreen Composites, LLC. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of warrants associated with convertible debt. Actual results could differ from these estimates.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements.

F-10

Table of Contents

ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash and Cash Equivalents

For the purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Impairment and Disposal of Long Lived Assets, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. During the three months ended September 30, 2023 and 2022, there were no impairments.

Convertible Debentures

The Company adopted the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on July 1, 2022. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

The Company adopted ASU 2020-06 utilizing the modified retrospective method, which resulted in an immaterial impact to the Company. Prior to adoption of ASU 2020-06, if the conversion features of conventional convertible debt provided for a rate of conversion that is below market value at issuance, this feature was characterized as a beneficial conversion feature ("BCF").

A BCF was recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options." In those circumstances, the convertible debt was recorded net of the discount related to the BCF, and the Company amortized the discount to interest expense, over the life of the debt. There were no BCFs recorded during the three months ended September 30, 2023 or 2022.

Stock-based Compensation

The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. During the three months ended September 30, 2023 and 2022, the Company recognized $0 and $306,170 in stock-based compensation expense, respectively.

F-11

Table of Contents

Leases

The Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the unaudited condensed consolidated statements of operations.

Finance leases are recorded as a finance lease liability and property, plant and equipment asset, based on the present value of lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Investments

The Company follows ASC 325-20, Cost Method Investments, to account for its ownership interest in noncontrolled entities. Under ASC 325-20, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities) and are not required to be accounted for under the equity method are typically carried at cost (i.e., cost method investments). Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

Research and Development Expenses

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $26,982 and $0 for the three months ended September 30, 2023 and 2022, respectively.

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $2,522 and $6,356 for the three months ended September 30, 2023 and 2022, respectively.

Income Taxes

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s consolidated federal tax return and any state tax returns are not currently under examination.

F-12

Table of Contents

The Company follows ASC subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Basic Income (Loss) Per Share

Under the provisions of ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:

	Three months ended September 30,
	2023		2022
Warrants		104,802,161		80,512,161
Stock options		21,250,000		21,250,000
Convertible notes payable		103,383,909		49,283,909
Preferred stock		752,395,000		779,132,000
Total		981,831,070		930,178,070

Recent Accounting Pronouncements

All other recent accounting pronouncements issued by the FASB, did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

F-13

Table of Contents

NOTE 3 – JOINT VENTURE

Joint Venture with XTI Aircraft

On May 31, 2021, we entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form the XTI JV, named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, eVTOL fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the XTI JV, and it is managed by a management committee consisting of five members, three appointed by Xeriant and two by XTI. The Agreement was effective on May 27, 2021, with an initial deposit of $1 million into the XTI JV. The Company’s financial commitment is up to $10 million, contributed as needed to complete the preliminary design of the aircraft. XTI completed Preliminary Design Review during the first quarter of fiscal year 2022, which was the purpose of the XTI JV.

On May 17, 2022, the Company executed a confidential Letter Agreement with XTI, the material terms of which are briefly delineated as follows:

	·	Xeriant would be entitled to compensation for its role in introducing XTI to a Nasdaq-listed company, contingent upon the occurrence of any merger, combination, or transactional event between XTI and the Nasdaq company, which has since been identified as Inpixon.

	·	XTI would assume the financial obligations related to the Senior Secured Note with Auctus Fund, LLC, including the $6.05 million principal balance of the note and warrant obligations. Additionally, Xeriant was to be granted a fully diluted equity interest amounting to 6% in XTI, issued immediately prior to any prospective combination with Inpixon.

On July 25, 2023, Inpixon filed an 8-K, announcing their intention to merge with XTI having executed an Agreement of Plan and Merger with XTI. The filing also showed that XTI had engaged in a transaction with Inpixon on March 10, 2023, receiving $300,000 in funding. Inpixon filed an S-4 registration statement on August 14, 2023, and subsequently filed an S-4/A amended registration statement on October 6, 2023.

On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, the Company transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement, and in accordance with section 8 of the JV Agreement with XTI.

As of the date of this filing, we remain engaged in dialogue with XTI to enforce compliance with the Letter Agreement and to find an amicable resolution.

The Company analyzed the transaction under ASC 810, Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The JV qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from Xeriant. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50. However, the agreement provides for a Management Committee of five members. Three of the five members are from Xeriant. Additionally, Xeriant had a right to invest up to $10,000,000 in the JV. As such, Xeriant has substantial capital at risk. Based on these two factors, the conclusion is that Xeriant is the primary beneficiary of the VIE. Accordingly, Xeriant has consolidated the VIE.

F-14

Table of Contents

The Company includes the assets and liabilities related to the VIE in the condensed consolidated balance sheets. Xeriant, Inc. provides cash to the VIE to fund its operations. The carrying amounts of the consolidated VIE's assets and liabilities associated with the VIE subsidiary were as follows:

	September 30, 2023		June 30, 2023
Assets
Cash	$	-	$	-
Total Assets	$	-	$	-

Liabilities
Due from Xeriant Inc.	$	4,475,155	$	4,475,155
Total Liabilities	$	4,475,155	$	4,475,155

Joint Venture with Movychem

On April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company, to exploit the Movychem Intellectual Property and the Purchased Patents. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC, owned 50% by each the Company and Movychem.

For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem would transfer to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell® exclusive of all patents, and the Company would contribute the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date. At such time as the Company makes a $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem would transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem would grant to the Joint Venture an exclusive worldwide license under the patents.

Under the Joint Venture Agreement, the Company agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein, of which none have yet to occur.

The Company analyzed the transaction under ASC 810, Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing cash. As such, both parties do not have substantial capital at risk. Based on these two factors, the conclusion is that no one is the primary beneficiary of the VIE. Accordingly, Xeriant has not consolidated the VIE.

F-15

Table of Contents

The Joint Venture Agreement granted to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. After working with Movychem over the past year and experiencing a number of issues, including but not limited to Movychem’s unwillingness to provide material documentation, processes and information required for the exploitation of Retacell^®, the Company independently developed an upcycled construction panel, without the inclusion of Retacell^®, outside of the Movychem JV.

Because of Movychem’s non-performance as described above, Xeriant ceased paying Movychem $25,000 per month as provided in the Joint Venture beginning December 2022. On February 13, 2023, Movychem formally requested dissolution of its Joint Venture with Xeriant, named Ebenberg, LLC. On February 24, 2023, Xeriant provided a formal response to Movychem, highlighting its multiple and sustained lapses in collaborative efforts related to the commercialization of the Retacell technology. Subsequent to this communication, Xeriant expressly repudiated Movychem’s proposition for dissolution and their proposition to take an exclusive territory to market Retacell^®. Because Xeriant is focused on commercialization and industrial-level production of eco-friendly composite construction panels, and has moved beyond the Retacell^® technology, the Company agreed to dissolution of the Ebenberg, LLC Joint Venture effective June 30, 2023.

As of June 30, 2023, the Company contributed $312,919 to the joint venture.

During the year ended June 30, 2023, the Company fully impaired its investment in JV with Ebenberg LLC in the amount of $156,460.

NOTE 4 – CONCENTRATION OF CREDIT RISKS

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On September 30, 2023, and June 30, 2023, the Company had $0 in excess of FDIC insurance.

NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY

The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019, through January 1, 2025, in which the first three months of rent were abated. Subsequent to the COVID-19 pandemic, the Company decided to continue to have all employees work from home and intends to build out the office space by the end of December 2023 to allow employees to work from the office beginning in January of 2024. The following table illustrates the base rent amounts over the term of the lease:

Base Rent Periods

November 1, 2019 to October 31, 2020	$	4,367
November 1, 2020 to October 31, 2021	$	4,498
November 1, 2021 to October 31, 2022	$	4,633
November 1, 2022 to October 31, 2023	$	4,772
November 1, 2023 to October 31, 2024	$	4,915
November 1, 2024 to January 31, 2025	$	5,063

F-16

Table of Contents

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in general and administrative expenses on the condensed consolidated statements of operations. During the three months ended September 30, 2023 and 2022, the Company recorded $13,285 and $13,626 in rent expense, respectively in general and administrative expenses on the condensed consolidated statements of operations.

Right-of-use asset is summarized below:

	September 30, 2023			June 30, 2023
Office lease	$	220,448		$	220,448
Less accumulated amortization		(149,683	)		(137,537	)
Right of use assets, net	$	70,765		$	82,911

Operating lease liability is summarized below:

	September 30, 2023			June 30, 2023
Office lease	$	79,020		$	92,196
Less: current portion		(57,876	)		(55,999	)
Long term portion	$	21,144		$	36,197

Maturity of lease liabilities are as follows:

Year ended June 30, 2024	$	46,955
Year ended June 30, 2025		37,112
Total future minimum lease payments		84,067
Less: Present value discount		(5,047	)
Lease liability	$	79,020

NOTE 6 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT

The carrying value of convertible notes payable as of September 30, 2023, and June 30, 2023, was $5,850,000.

	September 30,		June 30,
Convertible Notes Payable	2023		2023
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC	$	5,850,000	$	5,850,000
Total face value		5,850,000		5,850,000

F-17

Table of Contents

Auctus Fund LLC Senior Secured Note

Through Maxim Group, LLC, Xeriant was introduced to Auctus Fund, LLC (“Auctus”) for the purpose of providing bridge loan funding to satisfy the requirements of a pending merger with XTI Aircraft under a binding term sheet signed in September 2021. On October 27, 2021, the Company was issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal of $6,050,000, consisting of $5,142,500, which was the actual amount funded, plus an original issue discount in the amount of $907,500 for interest on the unpaid principal amount at the rate of zero percent per annum from the issue date until the note becomes due and payable. The closing costs were $433,550, which included $308,550 in fees paid to Maxim and professional fees for completing the transaction. The Note had an initial due date of October 27, 2022. The Auctus Note provides the holder has the option to convert the principal balance to common stock of the Company at a conversion price of the lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company. In connection with the Auctus Note, the Company issued warrants indexed to an aggregate of 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187.

Effective August 1, 2022, the Company entered into an Amendment to the Senior Secured Promissory Note (the “First Amendment”) with Auctus pursuant to which the parties agreed to amend the Auctus Note. The Amendment (i) extended the maturity date of the Auctus Note to November 1, 2022, and (ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to November 1, 2022. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of common stock dated July 26, 2022 (the “Warrant”) at an exercise price of $0.09 per share and 5-year term; (ii) make a prepayment of the Note in the amount of $100,000; and (iii) cause a director of the Company to cancel his 10b-5(1) Plan.

Effective December 27, 2022, the Company entered into a Second Amendment to the Senior Secured Promissory Note (the “Second Amendment”) with Auctus pursuant to which the parties agreed to further amend the Auctus Note. The Second Amendment (i) extended the maturity date of the Note, the obligation to uplist to a national securities exchange and acquisition of XTI Aircraft Company to March 15, 2023, and (ii) extended the date to file an S-1 registration statement to uplist the Company’s common stock to a national securities exchange to January 15, 2023. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 250,000,000 shares of Common Stock dated December 27, 2022 (the “New Warrant”) at an exercise price of $0.09 per share and 5-year term, and (ii) make two pre-payment installments of $50,000 on January 15, 2023, and February 15, 2023. As of September 30, 2023, a total of $50,000 remains outstanding, and is recorded within accounts payable and accrued liabilities on the condensed consolidated balance sheets.

Since the Note was issued pre-adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company recorded a beneficial conversion feature in the amount of $2,365,419 in additional paid-in capital. The BCF resulted in a debt discount and is amortized over the life of the note.

The Company tested the first modification (“First Amendment”) under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $3,570,366 for the year ended June 30, 2023.

F-18

Table of Contents

The Company tested the second modification (“Second Amendment”) under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $689,621.

On October 19, 2023, Xeriant, Inc. filed a complaint in the United States Southern District of New York against Auctus Fund, LLC, to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims.

NOTE 7 – CONVERTIBLE BRIDGE LOANS – AT FAIR VALUE

Between January 13, 2023, and March 31, 2023, the Company issued convertible bridge loans with an aggregate face value of $270,000. The notes have a coupon rate of 10% and a maturity date of one year. If the Company has a liquidity event (i.e. the Company a public offering of common stock (or units consisting of common stock and warrants to purchase common stock), resulting in the listing for trading of the common stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange), the notes and any accrued interest automatically convert into common stock. The Liquidity Event Conversion Price is the lesser of (a) $0.09 and (b) the product of (x) the Liquidity Event Price multiplied by (z) 75%. In the event a liquidity event does not occur, the Holder has the option to convert the Notes on the maturity date at a conversion price of $0.09.

In addition to the Notes, the holders received an aggregate 2,700,000 warrants. The warrants have an exercise price of $0.09 per share and have a five-year exercise term.

The Company analyzed the Convertible Bridge Loans to determine if they were within the scope of ASC 480 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Contract embodies a conditional obligation to transfer a variable number of shares in which the monetary value of the obligation is based solely or predominantly on, among other things, a fixed monetary amount known at inception. Additionally, the obligation is, in substance, a “traditional” debt arrangement, with the stock of the issuer used as the form of currency for repayment. As a result, the instruments are recorded at fair value pursuant to ASC 480-10-30-7. As of September 30, 2023, and June 30, 2023, the fair value of the Convertible Bridge Loans was $249,702 and $247,254, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded $6,900 and $0 in interest expense related to these loans, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded $2,448 and $0 in increase in fair value of Convertible Bridge Loans, respectively.

The Company evaluated the detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging” and concluded the warrants meet equity classification. The warrants were valued using Black-Scholes Merton (“BSM”) and were determined to have a value of $80,114.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

Between May 13, 2023, and September 22, 2023, the Company issued convertible bridge loans with an aggregate face value of $511,000. The notes have a coupon rate of 10% and a maturity date of one year. The Notes are convertible at a fixed price of $0.01 per share. During the three months ended September 30, 2023, the Company recorded $13,774 in interest expense related to these notes.

During the three months ended September 30, 2023, $60,000 in principal and $6,000 in accrued interest was converted into 6,600,000 shares of common stock.

F-19

Table of Contents

NOTE 9 – FAIR VALUE MEASUREMENTS

The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and June 30, 2023:

	September 30, 2023						June 30, 2023
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Convertible Bridge Loans	$	—	$	—	$	249,702	$	—	$	—	$	247,254

Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets. Level 2 inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 instruments are characterized by unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. The fair value of the Convertible Bridge Loans have three components: (i) principal, (ii) interest, and (iii) a redemption feature. The first two components (i.e. principal and interest) were valued using an income approach. For the redemption feature, the Company uses a Black-Scholes Merton (“BSM”) valuation technique because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving this component. Such assumptions include market price, strike price, term, market trading volatility and risk-free rates.

Significant inputs and results arising from the BSM process are as follows for the redemption feature component of the Convertible Bridge Loans:

	Inception Dates	Three months ended
Quoted market price on valuation date	$0.027 - $0.05		$0.024
Effective contractual conversion rates	$0.09 - $0.012		$0.09
Contractual term to maturity	0.4 -1 year	0.25 – 0.75 year
Market volatility:
Volatility	115% - 135%	93.58% - 105.56%
Risk-adjusted interest rate	4.32% - 5.14%	5.40% – 5.47%

F-20

Table of Contents

The following table summarizes the total carrying value of the Company’s Level 3 instruments held as of September 30, 2023, including cumulative unrealized gains and losses recognized during the period ended September 30, 2023 and the year ended June 30, 2023:

	Period Ended September 30,		Year Ended June 30,
	2023		2023
Balances at beginning of period	$	247,254	$	-
Issuances:
Convertible Bridge Loans				189,886
Changes in fair value inputs and assumptions reflected in income		2,448		57,368
Balances at end of period	$	249,702	$	247,254

NOTE 10 – RELATED PARTY TRANSACTIONS

Consulting fees

During the three months ended September 30, 2023 and 2022, the Company recorded $57,500 and $55,000 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. As of September 30, 2023 and June 30, 2023, $5,000 and $10,000 was accrued, respectively.

For the three months ended September 30, 2023 and 2022, the Company recorded $21,000 and $20,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. As of September 30, 2023 and June 30, 2023, $5,000 was accrued.

During the three months ended September 30, 2023 and 2022, the Company recorded $14,000 in consulting fees to AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna. As of September 30, 2023 and June 30, 2023, $0 was accrued.

During the three months ended September 30, 2023 and 2022, the Company recorded $5,000 in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of September 30, 2023 and June 30, 2023, $0 and $5,000 was accrued, respectively.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.

F-21

Table of Contents

Board of Advisors Agreements

The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following:

On July 1, 2021, the Company agreed to issue to an advisor 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, and for each of the following three years (beginning July 1, 2022), an option to purchase an additional 1,000,000 common shares per year thereafter at a 25% discount to the average market price for the preceding 10 trading days. The agreement also provides for a 1% finder’s fee.

On July 6, 2021, the Company provided an option to an advisor to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 250,000 common shares issued upon a strategic partnership with a major airline, $2,500 per formal meeting paid in common shares, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On July 28, 2021, the Company agreed to issue to an advisor 250,000 common shares immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. The agreement also provides for a 30% commission. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On August 9, 2021, the Company agreed to issue to an advisor 50,000 common shares vesting over the first year, $2,500 per meeting paid in cash, common shares, or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On August 20, 2021, the Company agreed to issue to an advisor 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 4,000,000 common shares at $0.12 per share, vesting quarterly over 24 months. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On March 1, 2022, the Company agreed to issue to an advisor 150,000 common shares vesting monthly over one year, $2,500 per meeting paid in cash, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On January 20, 2022, the Company agreed to issue to an advisor 150,000 common shares vesting monthly over one year, and $2,500 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

On March 20, 2022, the Company agreed to issue to an advisor 150,000 common shares vesting monthly over one year, and $2,500 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.

There were no Advisory Agreements executed during the three months ended September 30, 2023.

NOTE 12 – EQUITY

Common Stock

As of September 30, 2023 and June 30, 2023, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 401,033,144 and 389,433,144 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively.

During the three months ended September 30, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 5,000 shares of Series A Preferred Stock.

During the three months ended September 30, 2023, $60,000 in principal and $6,000 in accrued interest was converted into 6,600,000 shares of common stock.

F-22

Table of Contents

Series A Preferred Stock

There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A preferred stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights:

	·	Voting: The preferred shares shall be entitled to 1,000 votes to every one share of common stock.

	·	Dividends: The Series A preferred stockholders are treated the same as the common stockholders except at the dividend on each share of Series A convertible preferred stock is equal to the amount of the dividend declared and paid on each share of common stock multiplied by the Conversion Rate.

	·	Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis.

	·	The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable.

As of September 30, 2023 and June 30, 2023, the Company had 752,395 and 757,395 shares of Series A preferred stock issued and outstanding, respectively.

Series B Preferred Stock

On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, grants 5,000 votes and no liquidation preference.

Stock Options

In connection with certain advisory board compensation agreements, the Company issued an aggregate 21,250,000 options at an exercise price of $0.12 per share for the year ended June 30, 2022. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,964,207. The Company recorded compensation expense in the amount of $0 and $306,170 for these options for the three months ended September 30, 2023 and 2022, respectively. As of June 30, 2023, there was $0 of total unrecognized compensation cost related to non-vested portion of options granted.

As of September 30, 2023, there are 21,250,000 options outstanding, of which 20,968,750 are exercisable. The weighted average remaining term is 0.76 years.

F-23

Table of Contents

A summary of the Company’s stock options activity is as follows:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		21,250,000	$	0.12		1.11
Granted		-
Exercised		-		-
Canceled		-		-
Outstanding at September 30, 2023		21,250,000	$	0.12		0.76	$	-
Exercisable at September 30, 2023		20,968,750	$	0.12		0.76	$	-

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility	181.21% - 275.73%
Range of interest rates	0.20% - 1.08%

Warrants

As of September 30, 2023 and June 30, 2023, the Company had 104,802,161 warrants outstanding. The warrants have a term of two to five years and an exercise price range from $0.021 and $0.1187. The Company evaluated the warrants under ASC 815, Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair values. During the year ended June 30, 2023, holders of warrants exercised warrants for 4,308,600 shares of common stock for aggregate proceeds of $128,550. As of September 30, 2023, the weighted average remaining useful life of the warrants was 3.54. The warrants are detailed as follows:

Number of Warrants	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		104,802,161	$	0.1015		3.79	$	-
Granted		-
Exercised		-
Canceled
Outstanding at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Vested at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Exercisable at September 30, 2023		104,802,161	$	0.1015		3.54	$	-

NOTE 13 – SUBSEQUENT EVENTS

F-24

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

This section of the report should be read together with Footnotes of the Company’s audited financials for the year ended June 30, 2023. The unaudited statements of operations for the three months ended September 30, 2023 and 2022 are compared in the sections below.

Executive Summary

Xeriant, Inc. is dedicated to the discovery, development and commercialization of advanced materials and technology related to next generation air and spacecraft, which can be successfully integrated and commercialized for deployment across multiple industrial sectors. We seek to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line will be marketed under the DUREVER™ brand, and includes NexBoard™, an eco-friendly, patent-pending composite building panel made from plastic and cardboard waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.

Xeriant, Inc. is dedicated to the acquisition, development and commercialization of transformative aerospace technologies, including eco-friendly specialty materials which can be successfully deployed and integrated across multiple industry sectors, and disruptive innovations related to the emerging aviation market called Advanced Air Mobility, which include next-generation aircraft. We seek to partner with and acquire strategic interests in visionary companies that accelerate this mission. The Company is located at the Research Park at Florida Atlantic University in Boca Raton, Florida.

Table of Contents

Joint Venture with XTI Aircraft

On May 31, 2021, we entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form the XTI JV, named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the XTI JV, and it is managed by a management committee consisting of five members, three appointed by Xeriant and two by XTI. The Agreement was effective on June 4, 2021, with an initial deposit of USD1 million into the XTI JV. Our financial commitment was up to USD10 million, contributed as needed to complete the preliminary design of the aircraft. XTI completed Preliminary Design Review during the first quarter of 2022, which was the purpose of the XTI JV.

On May 17, 2022, we executed a confidential Letter Agreement with XTI, the material terms of which are briefly delineated as follows:

	·	Xeriant would be entitled to compensation for its role in introducing XTI to a Nasdaq-listed company, contingent upon the occurrence of any merger, combination, or transactional event between XTI and the Nasdaq company, which has since been identified as Inpixon.

	·	XTI would assume the financial obligations related to the Senior Secured Note with Auctus Fund, LLC, including the $6.05 million principal balance of the note and warrant obligations. Additionally, Xeriant was to be granted a fully diluted equity interest amounting to 6% in XTI, issued immediately prior to any prospective combination with Inpixon.

On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, we transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement and in accordance with Section 8 of the JV Agreement with XTI.

On July 25, 2023, Inpixon publicly disclosed the execution of a definitive merger agreement with XTI in the 8-K filing, confirming our suspicions. We learned in that filing that XTI was funded $300,000 by Inpixon on March 10, 2023, followed by additional fundings aggregating, at the time of Inpixon’s July 25, 2023, 8-k filing, to $525,000 under a $2,313,407 Senior Secured Promissory Note from Inpixon to fund XTI. We believe this transaction is covered under the Letter Agreement as a trigger for compensation due to Xeriant as outlined above.

As of the date of this filing, we remain engaged in dialogue with XTI to enforce compliance with the Letter Agreement and to find an amicable resolution, although no assurance can be given that such a resolution will be achieved.

Recent Developments

Joint Venture with Movychem

On April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company, to develop and commercialize a flame-retardant called Retacell^®. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC, owned 50% by each the Company and Movychem.

For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem would transfer to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company would contribute the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24-month period and (b) $2,000,000 within five (5) business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000, but in no event later than six months from the Effective Date. At such time as the Company makes a $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem would transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem would grant to the Joint Venture an exclusive worldwide license under the patents.

Table of Contents

Under the Joint Venture Agreement, the Company had agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein.

The Joint Venture Agreement granted to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. After working with Movychem over the past year and experiencing a number of issues, including but not limited to Movychem’s unwillingness to provide material documentation, processes and information required for the exploitation of Retacell^®, the Company has independently developed an upcycled construction panel, without the inclusion of Retacell^®, outside of the Movychem JV. This approach will enable us to unlock existing demand indicated by several homebuilders and developers for industrial scale production of environmentally friendly construction panels in varying thicknesses and sizes, including standard 48” x 96” sheets.

The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing cash. As such, both parties do not have substantial capital at risk. Based on these two factors, the conclusion is that no one is the primary beneficiary of the VIE. Accordingly, Xeriant has not consolidated the VIE.

Because of Movychem’s non-performance as described above, Xeriant ceased paying Movychem $25,000 per month as required in the Joint Venture beginning December 2022. On February 13, 2023, Movychem formally requested dissolution of its Joint Venture with Xeriant, named Ebenberg, LLC. On February 24, 2023, Xeriant provided a formal response to Movychem highlighting its multiple and sustained lapses in collaborative efforts related to the commercialization of the Retacell technology. Subsequent to this communication, Xeriant expressly repudiated Movychem’s proposition for dissolution and their proposition to take an exclusive territory to market Retacell^®. Because Xeriant is focused on the commercialization and industrial-level production of the eco-friendly composite construction panels, and has moved beyond the Retacell^® technology, the Company agreed to dissolution of the Ebenberg, LLC Joint Venture effective June 30, 2023. As such, the accumulated “Investment in Ebenberg JV” as of June 30, 2023, of $156,460 was fully impaired as of that date and reported as “Loss on Impairment of Investment”.

As of June 30, 2023, the Company had paid $312,919 to the Joint Venture.

Auctus Senior Secured Promissory Note

Prior to filing of complaint noted below, the Company had been in active negotiations with Auctus Fund, LLC, to extend the maturity date of the Senior Secured Promissory Note which became due and payable on March 15, 2023. Please see Note 6 to the financial statements. On June 1, 2023, the SEC filed a complaint against Auctus claiming that the company was operating as an unlicensed broker-dealer, and the loans could result in cancellation. On October 19, 2023, the Company filed a complaint in the United States Southern District of New York against Auctus to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims. If either the Company or the SEC are unsuccessful in their legal actions and there is no settlement reached with Auctus, the Company will be required to continue negotiations with Auctus as to extension or satisfaction of the Note, or Auctus may elect to convert the Note into shares of our Common Stock. In that event, our shareholders could experience substantial dilution, or the Company could lose substantially all of its assets.

Stock Sales

During the three months ended September 30, 2023, the Company received $0 by selling shares of common stock.

Convertible Notes Issued

During the three months ended September 30, 2023, the Company received $411,000 from issuance of convertible debt.

Table of Contents

Litigation

On October 19, 2023, Xeriant, Inc. filed a complaint in the United States Southern District of New York against Auctus Fund, LLC, to invalidate allegedly illegally designed contractual agreements, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims.

Three Months Ended September 30, 2023 Results of Operations Compared with Three Months Ended September 30, 2022

	For the three months ended
	September 30, 2023			September 30, 2022			$

Operating expenses:
Consulting and advisory fees	$	51,695		$	455,573		$	(403,878	)
Related party consulting fees		97,500			94,000			3,500
General and administrative expenses		49,877			89,996			(40,119	)
Professional fees		90,314			90,060			254
Advertising and marketing expense		2,522			6,356			(3,834	)
Research and development expense		26,982			-			26,982
Total operating expenses		318,890			735,985			(417,095	)
Operating loss		(318,890	)		(735,985	)		417,095

Other expenses:
Amortization of debt discount		-			(461,842	)		461,842
Interest expense		(20,674	)		-			(20,674	)
Change in fair value of convertible bridge loans		(2,448	)		-			(2,448	)
Loss from Ebenberg JV		-			(49,328	)		49,328
Loss on extinguishment of debt		-			(3,570,366	)		3,570,366
Total other (expense)		(23,122	)		(4,081,536	)		4,058,414
Net loss	$	(342,012	)	$	(4,817,521	)	$	4,475,509

Table of Contents

Consulting and advisory fees

Total consulting and advisory expenses were $51,695 and $455,573 for the three months ended September 30, 2023 and 2022, respectively. In the prior period, there were increased expenses due to stock issuances for services relating to advisory agreements.

Related Party Consulting Fees

Total related party consulting fees were $97,500 and $94,000 for the three months ended September 30, 2023 and 2022, respectively. The related party consulting fees for the three months ended September 30, 2023, consisted of (i) $57,500 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $14,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $21,000 to Edward DeFeudis, Director, and (iv) $5,000 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO. The related party consulting fees for the three months ended September 30, 2022, consisted of (i) $55,000 to Ancient Investments, LLC, (ii) $14,000 for AMP Web Services, LLC, (iii) $20,000 to Edward DeFeudis, and (iv) $5,000 for Keystone Business Development Partners, LLC.

General and administrative expenses

Total general and administrative expenses were $49,877 and $89,996 for the three months ended September 30, 2023 and 2022, respectively. The primary reason for the decrease was related to investor fees paid in prior period not incurred in the current period.

Professional Fees

Total professional fees were $90,314 and $90,060 for the three months ended September 30, 2023 and 2022, respectively.

Advertising and marketing expenses

Total advertising and marketing expenses were $2,522 and $6,356 for the three months ended September 30, 2023 and 2022, respectively.

Research and Development Expenses

Total research and development expenses were $26,982 and $0 for the three months ended September 30 2023 and 2022, respectively. Research & Development Expenses are accounted for through BlueGreen Composites, LLC, which was formed on August 7, 2023. All research and development expenses were related to the production and distribution of sample NEXBOARDs for presentation to potential customers.

Other (Expenses)

Total other expenses consist of interest expense related to convertible notes and change in fair value of the convertible bridge loans. Total other expenses were $23,122 for the three months ended September 30, 2023, compared to $4,081,536 for the three months ended September 30, 2022. The decrease was primarily due to recording the loss on extinguishment of debt for three months ended September 30, 2022, in the amount of $3,570,366, and amortization of debt discount of $461,842.

Net loss

Total net loss was $342,012 for the three months ended September 30, 2023, compared to $4,817,521 for the three months ended September 30, 2022. The decrease was primarily related to amortization of debt discount of $461,842, loss on extinguishment of debt in the amount of $3,570,366, and consulting fees of $455,573.

Table of Contents

Liquidity and Capital Resources

The Company's condensed consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. On September 30, 2023 and June 30, 2023, the Company had $24,551 and $61,625 in cash, respectively, and $6,963,408 and $6,684,867 in negative working capital, respectively. On September 30, 2023, the principal balance of the Auctus Senior Secured Promissory Note was $5,850,000. The Note matured on March 15, 2023, and the company has been in discussions with Auctus to resolve the liability. For the three months ended September 30, 2023 and 2022, the Company had a net loss of $342,012 and $4,817,521, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying condensed consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

During the three months ended September 30, 2023, the Company’s operating activities used $308,127 of net cash used compared to using $565,339 of net cash used in our operating activities during the three months ended September 30, 2022. This difference primarily related to a decrease in stock-based compensation and stock issued for services and amortization of debt discount and a loss on extinguishment of debt the prior period. During the three months ended September 30, 2023, our investing activities used $139,947 of net cash compared to using $2,567 of net cash used in our investing activities during the three months ended September 30, 2022. This difference related to cash issued for notes receivable during the three months September 30, 2023. During the three months ended September 30, 2023, our financing activities added $411,000 of net cash compared to $0 of net cash in our financing activities during the three months ended September 30, 2022. This difference related to the issuance of convertible notes during the three months ended September 30, 2023.

Funding Strategy

To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. The Company has had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire and develop breakthrough technologies or business interests in those companies that have developed these technologies. The Company plans on issuing an offering document to obtain funding for certain acquisitions that are in the discussion stages.

Off Balance Sheet Items

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities (see Note 2, Summary of Significant Accounting Policies, contained in the notes to the Company’s condensed consolidated financial statements for the three months ended September 30, 2023 and 2022 contained in this filing). On an ongoing basis, we evaluate our estimates. The Company bases our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates based upon different assumptions or conditions; however, we believe that our estimates are reasonable.

Management is aware that certain changes in accounting estimates employed in generating financial statements can have the effect of making the Company look more or less profitable than it actually is. Management does not believe that the Company has made any such changes in accounting estimates.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At September 30, 2023, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Keith Duffy our Chief Executive Officer and Brian Carey our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at September 30, 2023, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On October 19, 2023, Xeriant, Inc. filed a complaint in the United States Southern District of New York against Auctus Fund, LLC, to invalidate illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims.

There is no pending litigation against the Company and to our knowledge no litigation is contemplated or threatened. To our knowledge, none of our directors, officers, 5% shareholders or affiliates are party to any legal proceedings that would have a material adverse effect on our business, financial condition, or operating results.

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

Refer to Note 6 relating to Auctus Senior Secured Promissory Note

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

To the best of the Company’s knowledge, during the fiscal quarter ended September 30, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Table of Contents

Item 6. Exhibits

The following exhibits are filed herewith

Exhibit Number		Document
31.1		Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XERIANT, INC.

Date: November 13, 2023	By:	/s/ Keith Duffy
		Keith Duffy Chief Executive Officer (Principal Executive)

Date: November 13, 2023

By:

/s/ Brian Carey

Brian Carey

Chief Financial Officer

nullnullnullnull

Cover - shares	3 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Entity Registrant Name	XERIANT, INC.
Entity Central Index Key	0001481504
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		421,044,644
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54277
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-1519178
Entity Address Address Line 1	Innovation Centre 1
Entity Address Address Line 2	3998 FAU Boulevard, Suite 309
Entity Address City Or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33431
City Area Code	561
Local Phone Number	491-9595
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Current assets
Cash	$ 24,551	$ 61,625
Prepaids	3,714	4,529
Note receivable	139,947	0
Total current assets	168,212	66,154
Deposits	12,546	12,546
Property & equipment, net	5,129	5,507
Operating lease right-of-use asset	70,765	82,911
Total assets	256,652	167,118
Current liabilities
Accounts payable and accrued liabilities	437,842	402,568
Accrued liabilities, related party	10,000	20,000
Shares to be issued	75,200	75,200
Convertible notes payable- in default	5,850,000	5,850,000
Convertible notes payable	451,000	100,000
Convertible bridge loans, at fair value	249,702	247,254
Lease liability, current	57,876	55,999
Total current liabilities	7,131,620	6,751,021
Lease liability, long-term	21,144	36,197
Total liabilities	7,152,764	6,787,218
Stockholders' deficit
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 401,033,144 and 389,433,144 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively	4,010	3,894
Common stock to be issued	51,950	51,950
Additional paid in capital	19,855,677	19,789,793
Accumulated deficit	(23,972,551)	(23,638,461)
Total stockholders' deficit	(4,060,896)	(3,792,806)
Non-controlling interest	(2,835,216)	(2,827,294)
Total stockholders' deficit	(6,896,112)	(6,620,100)
Total liabilities and stockholders' deficit	256,652	167,118
Preferred Shares Series A Member
Stockholders' deficit
Preferred stock	8	8
Preferred Shares Series B Member
Stockholders' deficit
Preferred stock	$ 10	$ 10

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	401,033,144	389,433,144
Common stock, shares outstanding	401,033,144	389,433,144
Series B Preferred Shares [Member]
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series A Preferred Shares [Member]
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares designated	3,500,000	3,500,000
Preferred stock, shares issued	752,395	757,395
Preferred stock, shares outstanding	752,395	757,395

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Consulting and advisory fees	$ 51,695	$ 455,573
Related party consulting fees	97,500	94,000
General and administrative expenses	49,877	89,996
Professional fees	90,314	90,060
Advertising and marketing expense	2,522	6,356
Research and development expense	26,982	0
Total operating expenses	318,890	735,985
Loss from operations	(318,890)	(735,985)
Other expenses:
Amortization of debt discount	0	(461,842)
Interest expense	(20,674)	0
Change in fair value of convertible bridge loans	(2,448)	0
Loss from Ebenberg JV	0	(49,328)
Loss on extinguishment of debt	0	(3,570,366)
Total other expense	(23,122)	(4,081,536)
Net loss	(342,012)	(4,817,521)
Less net loss attributable to noncontrolling interest	(7,922)	(7,425)
Net loss attributable to common stockholders	$ (334,090)	$ (4,810,096)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding - basic and diluted	393,756,221	361,552,863

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Series A Preferred Stock [Member]	Series B Preferreds Stock [Member]	Common Stock	Common Stock To Be Issued [Member]	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Noncontrolling Interest
Balance, shares at Jun. 30, 2022		781,132	1,000,000	365,239,001
Balance, amount at Jun. 30, 2022	$ (2,961,705)	$ 8	$ 10	$ 3,652	$ 51,950	$ 16,351,791	$ (16,571,505)	$ (2,797,611)
Stock issued for services, shares				457,143
Stock issued for services, amount	48,000	$ 0	0	$ 5	0	47,995	0	0
Conversion of Series A Preferred to Common Stock, shares		(1,000)		1,000,000
Conversion of Series A Preferred to Common Stock, amount	0	$ 0	0	$ 10	0	(10)	0	0
Fair value of warrants associated with convertible debt	1,918,393	0	0	0	0	1,918,393	0	0
Adjustment for rounding	0	0	0	5	0	(5)	0	0
Stock option compensation	306,170	0	0	0	0	306,170	0	0
Net loss	(4,817,521)	$ 0	$ 0	$ 0	0	0	(4,810,096)	(7,425)
Balance, shares at Sep. 30, 2022		780,132	1,000,000	366,696,144
Balance, amount at Sep. 30, 2022	(5,506,663)	$ 8	$ 10	$ 3,672	51,950	18,624,349	(21,381,601)	(2,805,036)
Balance, shares at Jun. 30, 2023		757,395	1,000,000	389,433,144
Balance, amount at Jun. 30, 2023	(6,620,100)	$ 8	$ 10	$ 3,894	51,950	19,789,793	(23,638,461)	(2,827,294)
Conversion of Series A Preferred to Common Stock, shares		(5,000)		5,000,000
Conversion of Series A Preferred to Common Stock, amount	0	$ 0	0	$ 50	0	(50)	0	0
Stock option compensation	0
Net loss	(342,012)	0	0	$ 0	0	0	(334,090)	(7,922)
Conversion of convertible notes payable and accrued interest into common stock, shares				6,600,000
Conversion of convertible notes payable and accrued interest into common stock, amount	66,000	$ 0	$ 0	$ 66	0	65,934	0	0
Balance, shares at Sep. 30, 2023		752,395	1,000,000	401,033,144
Balance, amount at Sep. 30, 2023	$ (6,896,112)	$ 8	$ 10	$ 4,010	$ 51,950	$ 19,855,677	$ (23,972,551)	$ (2,835,216)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (342,012)	$ (4,817,521)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	378	335
Stock option expense	0	306,170
Stock issued for services	0	48,000
Change in fair value of convertible bridge loans	2,448
Loss on extinguishment of debt	0	3,570,366
Loss from Ebenberg JV	0	(49,328)
Amortization of debt discount	0	461,842
Amortization of right of use asset	12,146	10,905
Changes in operating assets and liabilities:
Prepaids	815	(7,476)
Accounts payable and accrued liabilities	41,274	(87,139)
Accrued liability, related party	(10,000)	10,000
Lease liabilities	(13,176)	(11,493)
Net cash from operating activities	(308,127)	(565,339)
Cash Flows from Investing Activities
Cash issued for notes receivable	(139,947)	0
Purchase of property and equipment	0	(2,567)
Net cash from investing activities	(139,947)	(2,567)
Cash Flows from Financing Activities
Proceeds from convertible bridge loans	411,000	0
Net cash from financing activities	411,000	0
Net change in cash	(37,074)	(567,906)
Cash at beginning of period	61,625	1,065,945
Cash at end of period	24,551	498,039
Supplemental Cash Flow Information
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	66,000	0
Warrants issued with convertible notes payable extinguishment	$ 0	$ 1,918,393

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Sep. 30, 2023

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Company Overview

Operating History

Advanced Materials

Aerospace

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Going Concern

Principles of Consolidation

Use of Estimates

Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements.

Cash and Cash Equivalents

Impairment of Long-Lived Assets

Convertible Debentures

Stock-based Compensation

Leases

Investments

Research and Development Expenses

Advertising and Marketing Expenses

Income Taxes

Basic Income (Loss) Per Share

	Three months ended September 30,
	2023		2022
Warrants		104,802,161		80,512,161
Stock options		21,250,000		21,250,000
Convertible notes payable		103,383,909		49,283,909
Preferred stock		752,395,000		779,132,000
Total		981,831,070		930,178,070

Recent Accounting Pronouncements

JOINT VENTURE

3 Months Ended

Sep. 30, 2023

JOINT VENTURE

JOINT VENTURE

NOTE 3 – JOINT VENTURE

Joint Venture with XTI Aircraft

On May 17, 2022, the Company executed a confidential Letter Agreement with XTI, the material terms of which are briefly delineated as follows:

	·	Xeriant would be entitled to compensation for its role in introducing XTI to a Nasdaq-listed company, contingent upon the occurrence of any merger, combination, or transactional event between XTI and the Nasdaq company, which has since been identified as Inpixon.

	·	XTI would assume the financial obligations related to the Senior Secured Note with Auctus Fund, LLC, including the $6.05 million principal balance of the note and warrant obligations. Additionally, Xeriant was to be granted a fully diluted equity interest amounting to 6% in XTI, issued immediately prior to any prospective combination with Inpixon.

As of the date of this filing, we remain engaged in dialogue with XTI to enforce compliance with the Letter Agreement and to find an amicable resolution.

	September 30, 2023		June 30, 2023
Assets
Cash	$	-	$	-
Total Assets	$	-	$	-

Liabilities
Due from Xeriant Inc.	$	4,475,155	$	4,475,155
Total Liabilities	$	4,475,155	$	4,475,155

Joint Venture with Movychem

As of June 30, 2023, the Company contributed $312,919 to the joint venture.

During the year ended June 30, 2023, the Company fully impaired its investment in JV with Ebenberg LLC in the amount of $156,460.

CONCENTRATION OF CREDIT RISKS

3 Months Ended

Sep. 30, 2023

CONCENTRATION OF CREDIT RISKS

CONCENTRATION OF CREDIT RISKS

NOTE 4 – CONCENTRATION OF CREDIT RISKS

OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY

3 Months Ended

Sep. 30, 2023

OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY

OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY

NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY

Base Rent Periods

November 1, 2019 to October 31, 2020	$	4,367
November 1, 2020 to October 31, 2021	$	4,498
November 1, 2021 to October 31, 2022	$	4,633
November 1, 2022 to October 31, 2023	$	4,772
November 1, 2023 to October 31, 2024	$	4,915
November 1, 2024 to January 31, 2025	$	5,063

Right-of-use asset is summarized below:

	September 30, 2023			June 30, 2023
Office lease	$	220,448		$	220,448
Less accumulated amortization		(149,683	)		(137,537	)
Right of use assets, net	$	70,765		$	82,911

Operating lease liability is summarized below:

	September 30, 2023			June 30, 2023
Office lease	$	79,020		$	92,196
Less: current portion		(57,876	)		(55,999	)
Long term portion	$	21,144		$	36,197

Maturity of lease liabilities are as follows:

Year ended June 30, 2024	$	46,955
Year ended June 30, 2025		37,112
Total future minimum lease payments		84,067
Less: Present value discount		(5,047	)
Lease liability	$	79,020

CONVERTIBLE NOTES PAYABLE, IN DEFAULT

3 Months Ended

Sep. 30, 2023

CONVERTIBLE NOTES PAYABLE, IN DEFAULT

CONVERTIBLE NOTES PAYABLE, IN DEFAULT

NOTE 6 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT

The carrying value of convertible notes payable as of September 30, 2023, and June 30, 2023, was $5,850,000.

	September 30,		June 30,
Convertible Notes Payable	2023		2023
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC	$	5,850,000	$	5,850,000
Total face value		5,850,000		5,850,000

Auctus Fund LLC Senior Secured Note

CONVERTIBLE BRIDGE LOANS AT FAIR VALUE

3 Months Ended

Sep. 30, 2023

CONVERTIBLE BRIDGE LOANS AT FAIR VALUE

CONVERTIBLE BRIDGE LOANS - AT FAIR VALUE

NOTE 7 – CONVERTIBLE BRIDGE LOANS – AT FAIR VALUE

In addition to the Notes, the holders received an aggregate 2,700,000 warrants. The warrants have an exercise price of $0.09 per share and have a five-year exercise term.

CONVERTIBLE NOTES PAYABLE

3 Months Ended

Sep. 30, 2023

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 8 – CONVERTIBLE NOTES PAYABLE

During the three months ended September 30, 2023, $60,000 in principal and $6,000 in accrued interest was converted into 6,600,000 shares of common stock.

FAIR VALUE MEASUREMENTS

3 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9 – FAIR VALUE MEASUREMENTS

The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and June 30, 2023:

	September 30, 2023						June 30, 2023
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Convertible Bridge Loans	$	—	$	—	$	249,702	$	—	$	—	$	247,254

Significant inputs and results arising from the BSM process are as follows for the redemption feature component of the Convertible Bridge Loans:

	Inception Dates	Three months ended
Quoted market price on valuation date	$0.027 - $0.05		$0.024
Effective contractual conversion rates	$0.09 - $0.012		$0.09
Contractual term to maturity	0.4 -1 year	0.25 – 0.75 year
Market volatility:
Volatility	115% - 135%	93.58% - 105.56%
Risk-adjusted interest rate	4.32% - 5.14%	5.40% – 5.47%

	Period Ended September 30,		Year Ended June 30,
	2023		2023
Balances at beginning of period	$	247,254	$	-
Issuances:
Convertible Bridge Loans				189,886
Changes in fair value inputs and assumptions reflected in income		2,448		57,368
Balances at end of period	$	249,702	$	247,254

RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

Consulting fees

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2023

Commitments and contingencies (Note 11)

COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Board of Advisors Agreements

The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following:

There were no Advisory Agreements executed during the three months ended September 30, 2023.

EQUITY

3 Months Ended

Sep. 30, 2023

EQUITY

EQUITY

NOTE 12 – EQUITY

Common Stock

During the three months ended September 30, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 5,000 shares of Series A Preferred Stock.

During the three months ended September 30, 2023, $60,000 in principal and $6,000 in accrued interest was converted into 6,600,000 shares of common stock.

Series A Preferred Stock

	·	Voting: The preferred shares shall be entitled to 1,000 votes to every one share of common stock.

	·	Dividends: The Series A preferred stockholders are treated the same as the common stockholders except at the dividend on each share of Series A convertible preferred stock is equal to the amount of the dividend declared and paid on each share of common stock multiplied by the Conversion Rate.

	·	Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis.

	·	The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable.

As of September 30, 2023 and June 30, 2023, the Company had 752,395 and 757,395 shares of Series A preferred stock issued and outstanding, respectively.

Series B Preferred Stock

Stock Options

As of September 30, 2023, there are 21,250,000 options outstanding, of which 20,968,750 are exercisable. The weighted average remaining term is 0.76 years.

A summary of the Company’s stock options activity is as follows:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		21,250,000	$	0.12		1.11
Granted		-
Exercised		-		-
Canceled		-		-
Outstanding at September 30, 2023		21,250,000	$	0.12		0.76	$	-
Exercisable at September 30, 2023		20,968,750	$	0.12		0.76	$	-

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility	181.21% - 275.73%
Range of interest rates	0.20% - 1.08%

Warrants

Number of Warrants	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		104,802,161	$	0.1015		3.79	$	-
Granted		-
Exercised		-
Canceled
Outstanding at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Vested at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Exercisable at September 30, 2023		104,802,161	$	0.1015		3.54	$	-

SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Going concern

Principles of Consolidation

Use of Estimates

Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements.

Cash and Cash Equivalents

Impairment of Long-Lived Assets

Convertible Debentures

Stock-based Compensation

Leases

Investments

Research and Development Expenses

Advertising and Marketing Expenses

Income Taxes

Basic Income (Loss) Per Share

	Three months ended September 30,
	2023		2022
Warrants		104,802,161		80,512,161
Stock options		21,250,000		21,250,000
Convertible notes payable		103,383,909		49,283,909
Preferred stock		752,395,000		779,132,000
Total		981,831,070		930,178,070

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of antidilutive securities

	Three months ended September 30,
	2023		2022
Warrants		104,802,161		80,512,161
Stock options		21,250,000		21,250,000
Convertible notes payable		103,383,909		49,283,909
Preferred stock		752,395,000		779,132,000
Total		981,831,070		930,178,070

JOINT VENTURE (Tables)

3 Months Ended

Sep. 30, 2023

JOINT VENTURE

Schedule of consolidated VIE's assets and liabilities

	September 30, 2023		June 30, 2023
Assets
Cash	$	-	$	-
Total Assets	$	-	$	-

Liabilities
Due from Xeriant Inc.	$	4,475,155	$	4,475,155
Total Liabilities	$	4,475,155	$	4,475,155

OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY (Tables)

3 Months Ended

Sep. 30, 2023

OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY

Schedule of Rent periods

November 1, 2019 to October 31, 2020	$	4,367
November 1, 2020 to October 31, 2021	$	4,498
November 1, 2021 to October 31, 2022	$	4,633
November 1, 2022 to October 31, 2023	$	4,772
November 1, 2023 to October 31, 2024	$	4,915
November 1, 2024 to January 31, 2025	$	5,063

Summary of Right-of-use assets, net

	September 30, 2023			June 30, 2023
Office lease	$	220,448		$	220,448
Less accumulated amortization		(149,683	)		(137,537	)
Right of use assets, net	$	70,765		$	82,911

Summary of Operating lease liability

	September 30, 2023			June 30, 2023
Office lease	$	79,020		$	92,196
Less: current portion		(57,876	)		(55,999	)
Long term portion	$	21,144		$	36,197

Summary of maturity of lease liability

Year ended June 30, 2024	$	46,955
Year ended June 30, 2025		37,112
Total future minimum lease payments		84,067
Less: Present value discount		(5,047	)
Lease liability	$	79,020

CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Tables)

3 Months Ended

Sep. 30, 2023

CONVERTIBLE NOTES PAYABLE, IN DEFAULT

Schedule of convertible notes payable

	September 30,		June 30,
Convertible Notes Payable	2023		2023
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC	$	5,850,000	$	5,850,000
Total face value		5,850,000		5,850,000

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

Schedule of Company's assets and liabilities measured at fair value on a recurring basis

	September 30, 2023						June 30, 2023
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Convertible Bridge Loans	$	—	$	—	$	249,702	$	—	$	—	$	247,254

Schedule of redemption feature component of convertible bridge loans

	Inception Dates	Three months ended
Quoted market price on valuation date	$0.027 - $0.05		$0.024
Effective contractual conversion rates	$0.09 - $0.012		$0.09
Contractual term to maturity	0.4 -1 year	0.25 – 0.75 year
Market volatility:
Volatility	115% - 135%	93.58% - 105.56%
Risk-adjusted interest rate	4.32% - 5.14%	5.40% – 5.47%

Schedule of carrying value of the Company's Level 3 instruments

	Period Ended September 30,		Year Ended June 30,
	2023		2023
Balances at beginning of period	$	247,254	$	-
Issuances:
Convertible Bridge Loans				189,886
Changes in fair value inputs and assumptions reflected in income		2,448		57,368
Balances at end of period	$	249,702	$	247,254

EQUITY (Tables)

3 Months Ended

Sep. 30, 2023

EQUITY

Summary of stock options activity

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		21,250,000	$	0.12		1.11
Granted		-
Exercised		-		-
Canceled		-		-
Outstanding at September 30, 2023		21,250,000	$	0.12		0.76	$	-
Exercisable at September 30, 2023		20,968,750	$	0.12		0.76	$	-

Summary of Significant inputs and results arising from the black-scholes

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility	181.21% - 275.73%
Range of interest rates	0.20% - 1.08%

Summary of Warrants

Number of Warrants	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		104,802,161	$	0.1015		3.79	$	-
Granted		-
Exercised		-
Canceled
Outstanding at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Vested at September 30, 2023		104,802,161	$	0.1015		3.54	$	-
Exercisable at September 30, 2023		104,802,161	$	0.1015		3.54	$	-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrants	104,802,161	80,512,161
Stock options	21,250,000	21,250,000
Convertible notes payable	103,383,909	49,283,909
Preferred stock	752,395,000	779,132,000
Total	981,831,070	930,178,070

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Stock-based compensation expense	$ 0	$ 306,170
Research and development expenses	26,982	0
Accumulated deficit	(23,972,551)		$ (23,638,461)
Working capital deficit	(6,963,408)
Net Loss	(342,012)	(4,817,521)
Advertising expenses	$ 2,522	$ 6,356
Eco-Aero, LLC [Member]
Ownership percentage	50.00%

JOINT VENTURE (Details) - VIE Unauited Condensed Consolidated Balance Sheet [Member] - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Cash	$ 0	$ 0
Total Assets	0	0
Due from Xeriant Inc.	4,475,155	4,475,155
Total Liabilities	$ 4,475,155	$ 4,475,155

JOINT VENTURE (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
JOINT VENTURE (Details Narrative) - USD ($)	Apr. 02, 2022	May 17, 2022	May 31, 2021	Sep. 30, 2023	Jun. 30, 2023
Description of Movychem's non-performance				Xeriant ceased paying Movychem $25,000 per month as provided in the Joint Venture beginning December 2022
Joint Venture With Movychem [Member]
Ownership owned percentage	50.00%
Contribution amount				$ 156,460	$ 312,919
Description about intellectual property	Movychem would transfer to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell® exclusive of all patents, and the Company would contribute the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date
Company payment	$ 2,000,000
Purchase number of share common stock	170,000,000
Impairment of investment				$ 25,000
Exercise price	$ 0.01
Series A Preferred Stocks [Member]
Ownership owned percentage			50.00%
financial commitment agreegate amount			$ 10,000,000
Initial Deposit			1,000,000
Diluted equity interest		6.00%
Principal balance of the note and warrant		$ 6,050,000.00
Investment obligation			$ 10,000,000

CONCENTRATION OF CREDIT RISKS (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
CONCENTRATION OF CREDIT RISKS
Cash in excess of FDIC insurance	$ 0	$ 0

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details)	3 Months Ended
	Sep. 30, 2023 USD ($)
November 1, 2022 to October 31, 2023 [Member]
Base rent	$ 4,772
November 1 2020 to October 31 2021 [Member]
Base rent	4,498
November 1, 2021 to October 31, 2022 [Member]
Base rent	4,633
November 1 2023 to October 31 2024 [Member]
Base rent	4,915
November 1, 2024 to January 31, 2025 [Member]
Base rent	5,063
November 1, 2019 to October 31, 2020 [Member]
Base rent	$ 4,367

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 1) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY
Office lease	$ 220,448	$ 220,448
Less accumulated amortization	(149,683)	(137,537)
Right-of-use assets net	$ 70,765	$ 82,911

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details 2) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
OPERATING LEASE RIGHTOFUSE ASSET AND OPERATING LEASE LIABILITY
Office lease	$ 79,020	$ 92,196
Less current portion	(57,876)	(55,999)
Long term portion	21,144	$ 36,197
Maturity of the lease liability is as follows
Year ended June 30, 2024	46,955
Year ended June 30, 2025	37,112
Total future minimum lease payments	84,067
Less: Present value discount	(5,047)
Lease liability	$ 79,020

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Borrowing Interest Rate	10.00%
Other general and administrative expenses	$ 13,285	$ 13,626
Lease Agreement [Member]
Capital Leases Description	The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida

CONVERTIBLE NOTES PAYABLE IN DEFAULT (Details) - Convertible notes payable issued October 27, 2021 - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Total face value	$ 5,850,000	$ 5,850,000
Carrying value	$ 5,850,000	$ 5,850,000

CONVERTIBLE NOTES PAYABLE IN DEFAULT (Details Narrative) - USD ($)		1 Months Ended				3 Months Ended		12 Months Ended
	Jan. 15, 2023	Feb. 15, 2023	Dec. 27, 2022	Jul. 26, 2022	Oct. 27, 2021	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Carrying value of convertible notes payable, net of discount						$ 5,850,000		$ 5,850,000
Accounts payable and accrued liabilities						50,000
Additional paid-in capital						$ 2,365,419
Exercise price						$ 0.09
Professional fees						$ 90,314	$ 90,060
Loss on an extinguishment						$ 689,621		$ 3,570,366
Secured Debt [Memebr] \| Senior Secured Note [Member] \| Auctus Fund, LLC [Member]
Original issue discount					$ 907,500
Debt instrument converted principal amount					6,050,000
Purchase price					$ 5,142,500
Conversion price					$ 0.1187
Aggregate warrant issued of common stock					50,968,828
Exercise price					$ 0.1187
Professional fees					$ 433,550
Closing costs					$ 308,550
Secured Debt [Memebr] \| Promissory Note [Member] \| Auctus Fund, LLC [Member] \| October 27, 2021 [Member]
Exercise price			$ 0.09	$ 0.09
Maturity date			Mar. 15, 2023	Nov. 01, 2022
Term year			5 years	5 years
New warrant to purchase shares of Common Stock			250,000,000	25,000,000
Prepayment of the Note	$ 50,000	$ 50,000		$ 100,000

CONVERTIBLE BRIDGE LOANS AT FAIR VALUE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Jun. 30, 2022	Jun. 30, 2023
Exercise price	$ 0.09		$ 0.09
Interest expenses			$ 10,083	$ 0
Convertible notes payable, aggregate face value	$ 270,000		270,000
Convertible notes payable, aggregate face value	$ 5,850,000		$ 5,850,000		$ 5,850,000
Between January 13, 2023 and March 31, 2023 [Member]
Exercise price	$ 0.09		$ 0.09
New warrant to purchase shares of Common Stock	2,700,000
Interest expenses	$ 6,900	$ 0
Conversion price	$ 0.09		$ 0.09
Prepayment of the Note	$ 80,114
Fair value of Convertible Bridge Loans	2,448	$ 0
Convertible notes payable, aggregate face value	$ 249,702		$ 249,702		$ 247,254
Interest rate	10.00%		10.00%		10.00%

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Jun. 30, 2022	Jun. 30, 2023
Interest expenses			$ 10,083	$ 0
Convertible notes payable, aggregate face value	$ 5,850,000		$ 5,850,000		$ 5,850,000
Interest expenses	20,674	$ 0
Accrued interest	$ 6,000
Between May 13, 2023, and September 22, 2023 [Member]
Conversion price	$ 0.01		$ 0.01
New warrant to purchase shares of Common Stock	6,600,000
Convertible notes payable, aggregate face value	$ 511,000		$ 511,000
Interest expenses	13,774
Accrued interest	6,000
Principal amount	$ 60,000
Interest rate	10.00%		10.00%

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Fair Value Inputs Level 1 [Member]
Convertible Bridge Loans	$ 0	$ 0
Fair Value Inputs Level 2 [Member]
Convertible Bridge Loans	0	0
Fair Value Inputs Level 3 [Member]
Convertible Bridge Loans	$ 249,702	$ 247,254

FAIR VALUE MEASUREMENTS (Details 1)	3 Months Ended
FAIR VALUE MEASUREMENTS (Details 1)	Sep. 30, 2023 $ / shares
Year Ended [Member]
Effective contractual conversion rates	$ 0.09
Quoted market price on valuation date	$ 0.024
Minimum [Member] \| Inception Dates [Member]
Risk-adjusted interest rate	4.32%
Effective contractual conversion rates	$ 0.09
Contractual term to maturity	4 months 24 days
Volatility	115.00%
Quoted market price on valuation date	$ 0.027
Minimum [Member] \| Year Ended [Member]
Risk-adjusted interest rate	5.40%
Contractual term to maturity	3 months
Volatility	93.58%
Maximum [Member] \| Inception Dates [Member]
Risk-adjusted interest rate	5.14%
Contractual term to maturity	1 year
Volatility	135.00%
Quoted market price on valuation date	$ 0.05
Effective contractual conversion rates	$ 0.012
Maximum [Member] \| Year Ended [Member]
Risk-adjusted interest rate	5.47%
Contractual term to maturity	9 months
Volatility	105.56%

FAIR VALUE MEASUREMENTS (Details 2) - USD ($)	3 Months Ended	12 Months Ended
FAIR VALUE MEASUREMENTS (Details 2) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
Balances at beginning of period	$ 247,254	$ 0
Convertible Bridge Loans		189,886
Changes in fair value inputs and assumptions reflected in income	2,448	57,368
Balances at end of period	$ 249,702	$ 247,254

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Ancient Investments, LLC
Consulting fees	$ 57,500	$ 55,000
Accrued liability	5,000		$ 10,000
Edward DeFeudis
Consulting fees	21,000	20,000
Accrued liability	5,000		5,000
AMP Web Services
Consulting fees	14,000	14,000
Accrued liability	0		0
Keystone Business Development Partners [Member]
Consulting fees	5,000	$ 5,000
Accrued liability	$ 0		$ 5,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended						3 Months Ended
	Mar. 01, 2022	Mar. 20, 2022	Jan. 20, 2022	Aug. 20, 2021	Aug. 09, 2021	Jul. 28, 2021	Jul. 06, 2021	Sep. 30, 2023	Sep. 30, 2022
Stock issued during priod shares new issues								981,831,070	930,178,070
Advisory Board [Member]
Common shares cash amount paid per meeting	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 2,500
Stock issued during priod shares new issues	150,000	150,000	150,000	100,000	50,000	250,000
Additional bonus paid common shares issued for services		$ 25,000		$ 25,000		$ 25,000	$ 25,000
Warrant options to common shares				4,000,000		5,000,000	5,000,000
Common stock shares issuedsold price per share				$ 0.12		$ 0.12	$ 0.12
Common share opened a strategic bonus	25,000		25,000		25,000	5,000,000	250,000
July 1 2021 [Member] \| Advisory Board [Member]
Common shares cash amount paid per meeting								$ 2,500
Stock issued during priod shares new issues								100,000
Additional bonus paid common shares issued for services								$ 25,000
Warrant options to common shares								1,000,000
Common stock shares issuedsold price per share								$ 0.12
Average market price								25.00%
Option to purchase shares								5,000,000
Trading days								10 days
Finders fee								1.00%

EQUITY (Details) - USD ($)	3 Months Ended		12 Months Ended
EQUITY (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Number of Shares
Outstanding, Beginning	21,250,000	21,250,000	21,250,000
Exercised	21,250,000	21,250,000
Outstanding at Ending	21,250,000		21,250,000
Exercisable at Ending	20,968,750
Weighted Average Exercise Price
Outstanding, Beginning	$ 0.12
Exercised	0
Canceled	0
Outstanding at Ending	0.12		$ 0.12
Exercisable at Ending	$ 0.12
Weighted Average Remaining Contractual Term
Outstanding at Beginning	1 year 1 month 9 days
Outstanding at Ending	9 months 3 days
Exercisable at Ending	9 months 3 days
Aggregate Intrinsic Value
Outstanding at Ending	$ 0
Exercisable at Ending	$ 0

EQUITY (Details 1) - Stock Option [Member]	3 Months Ended
EQUITY (Details 1) - Stock Option [Member]	Sep. 30, 2023 $ / shares
Exercise price	$ 0.12
Minimum [Member]
Quoted market price on valuation date	$ 0.169
Range of expected term	1 year 6 months 18 days
Range of interest rate	0.20%
Range of equivalent volatility	181.21%
Maximum [Member]
Quoted market price on valuation date	$ 0.23
Range of expected term	2 years 5 months 26 days
Range of interest rate	1.08%
Range of equivalent volatility	275.73%

EQUITY (Details 2) - $ / shares	3 Months Ended	12 Months Ended
EQUITY (Details 2) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
Exercised		(4,308,600)
Weighted average contractual term [Member]
Weighted average contractual term, beginning	3 years 9 months 14 days
Weighted average contractual term, ending	3 years 6 months 14 days
Weighted average contractual term, Vested and expected to vest	3 years 6 months 14 days
Weighted average contractual term, Exercisable	3 years 6 months 14 days
Weighted Average Exercise Price [Member]
Weighted average exercise price, beginning	$ 0.1015
Weighted average exercise price, Ending	0.1015
Weighted average exercise price, Vested and expected to vest	0.1015
Weighted average exercise price, Exercisable	$ 0.1015
Warrants [Member]
Outstanding, Beginning	104,802,161
Exercised		(4,305,000)
Outstanding, Ending	104,802,161	104,802,161
Outstanding Vested and expected to vest, Ending	104,802,161
Outstanding Exercisable, Ending balance	104,802,161

EQUITY (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
EQUITY (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common stock authorized	5,000,000,000		5,000,000,000
Common stock shares par value	$ 0.00001		$ 0.00001
Common stock shares issued	401,033,144		389,433,144
Common stock shares outstanding	401,033,144		389,433,144
Common stock issued for prior period conversions of principal and interest	60,000
Accrued interest	$ 6,000
Common stock share issued for conversion	6,600,000
Aggregate gross proceeds on exercise of warrant			$ 128,550
Number of warrants exercised			4,308,600
Number of shares Options outstanding	21,250,000		21,250,000	21,250,000
Series B Preferred Shares [Member]
Conversion of Series A Preferred to Common Stock, shares	5,000
Preferred stock shares authorized	100,000,000		100,000,000
Preferred stock shares par value	$ 0.00001		$ 0.00001
Preferred stock shares designated	1,000,000		1,000,000
Preferred stock shares issued	1,000,000		1,000,000
Series A Preferred Stock shares 1 [Member]
Share issued for exchange conversion, shares	5,000,000	5,000,000
Conversion of Series A Preferred to Common Stock, shares	5,000	5,000
Series A Preferred Stock shares [Member]
Preferred stock shares authorized	100,000,000
Preferred stock shares par value	$ 0.00001
Preferred stock shares designated	3,500,000
Voting description	1,000 votes to every one share of common stock
Conversion description	1:1,000
Preferred stock shares issued	752,395		757,395
Warrants [Member]
Aggregate gross proceeds on exercise of warrant			$ 128,550
Number of warrants exercised			4,305,000
Number of warrants Outstanding	104,802,161		104,802,161	55,512,161
Wighted average remaining useful life of warrants	3 years 6 months 14 days
Warrants [Member] \| Maximum [Member]
Exercise price	$ 0.1187
Warrants [Member] \| Minimum [Member]
Exercise price	$ 0.021
Stock Option [Member]
Number of shares Options outstanding	20,968,750			21,250,000
Stock options weighted average remaining term	9 months 3 days
Compensation expense	$ 0	$ 306,170
Fair value of stock option			$ 3,964,207
Stock options issued	21,250,000		21,250,000
Exercise price			$ 0.12
Total unrecognized compensation			$ 0