CVAT Cavitation Technologies Inc (QB)

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FROM THE TRANSITION PERIOD FROM _____ TO _______.

 

For the fiscal year ended June 30, 2023

 

Commission file number 000-53239

 

 

Cavitation Technologies, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Nevada		20-4907818
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

10019 CANOGA AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address, including Zip Code, of Principal Executive Offices)

 

(818) 718-0905
(Registrant’s Telephone Number, Including Area Code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

NONE

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 

Title of Each Class:		Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value		Over the Counter (Bulletin Board)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒

 

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ☐

 

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

 

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 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐  No ☒

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant by reference to the price at which the common equity was last sold, or of the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $5,395,000 as of December 31, 2022 based on the closing price of $0.02 per share and 269,739,850 shares outstanding.

 

The registrant had 284,289,740 shares of common stock outstanding on September 26, 2023.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None

 

 

 

 

CAVITATION TECHNOLOGIES, INC.

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED JUNE 30, 2023

TABLE OF CONTENTS

 

 

	Page
PART I
Item 1. Business	3
Item 1A. Risk Factors	9
Item 1B. Unresolved Staff Comments	9
Item 2. Properties	10
Item 3. Legal Proceedings	10
Item 4. Mine Safety Disclosures	10
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6. Selected Financial Data	12
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	16
Item 8. Financial Statements and Supplementary Data	17
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	39
Item 9A. Controls and Procedures	39
Item 9B. Other Information	40
PART III
Item 10. Directors, Executive Officers and Corporate Governance	41
Item 11. Executive Compensation	42
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13. Certain Relationships and Related Transactions, and Director Independence	45
Item 14. Principal Accounting Fees and Services	45
PART IV
Item 15. Exhibits, Financial Statement Schedules	47
Item 16. Form 10-K Summary	48
Signatures	49

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K and the exhibits attached hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. We use words like “expects,” “believes,” “intends,” “anticipates,” “plans,” “targets,” “projects” or “estimates” in this annual report. When used, these words and other, similar words and phrases or statements that an event, action or result “will,” “may,” “could,” or “should” result, occur, be taken or be achieved, identify “forward-looking” statements. Such forward-looking statements are subject to certain risks and uncertainties, both known and unknown, and assumptions.

 

Management has included projections and estimates in this annual report, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. We qualify all of the forward-looking statements contained in this annual report by the foregoing cautionary statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

 

ITEM 1.  BUSINESS

 

Cavitation Technologies, Inc. (referred to herein, unless otherwise indicated, as “the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated under the name Bio Energy, Inc. We are a process and product development firm that has developed, patented, and commercialized environmentally friendly technology-based systems that are designed to serve large, growing, global markets such as vegetable oil refining, renewable fuels, water treatment, wines and spirits enhancement, algae oil extraction, water-oil emulsions and crude oil yield improvement. Our systems are designed to process industrial liquids at a reduced processing time, lower operating cost, improved yield while operating in environmentally friendly manner. Our patented Nano Reactor® and LPN™ are the critical components of our business and we have generated all of our revenue while utilizing these components.

 

Vegetable Oil Refining

 

Our first commercial application for our technology has been the CTi Nano Neutralization® System which has been utilized to improve edible vegetable oil refining process. Our environmentally friendly process has been shown to reduce refining costs, increase oil yield, and limit the number of chemical additives used in chemical refining of vegetables oils. This patented process (US Patent # 7,762,715 and # 8,042,989) is designed to be incorporated into new and existing soybean, rapeseed, canola and palm vegetable oil refineries.

 

Our first pilot test of our CTi NANO Neutralization® System was conducted in 2010 at Carolina Soya, a 200-metric ton/day crude soy oil refining plant in Estill, South Carolina. Our second system, which became operational in fiscal 2011, has been continuously utilized since 2011 at the plant that processes approximately 450 metric tons per day of soy oil. Further, we have successfully shipped over 50 systems domestically and internationally. We also continuously focus on developing additional Nano Reactor® applications and managing the intellectual property issues associated with new processes and applications.

 

The global consumption of vegetable oils has grown consistently at a rate of about 4.1% p.a. from 90.5 million metric tons (MMT) in 2001 to approximately 213 million metric tons (MMT) in 2021-2022. In 2021-2022 consumption of vegetable oil was 213.2 MMT compared to 206.4 MMT in 2020-2021, an increase approximately 3% (https://www.statista.com/statistics/263978/global-vegetable-oil-production-since-2000-2001/). It is also a highly competitive commodity market in which the lowest-cost producer has the advantage.

 

Desmet Ballestra Agreement

 

On May 14, 2012, we signed a global R&D, Marketing and Technology License Agreement with Desmet Ballestra Group s.a. (Desmet), a Belgian company that is actively marketing the NANO Neutralization® System, the key component of which is our Nano Reactor® to soybean and other vegetable oil refiners. The Agreement provided Desmet (licensee) a limited, exclusive license and right to develop, design and supply our NANO Neutralization® System which incorporates Nano Reactor® devices on a global basis tools and fats and oleo chemical applications. The agreement expired in May 2015.

 

On January 22, 2016, Desmet and the Company executed a new three year License Agreement with essentially the same terms with the May 2012 agreement that was effective August 1, 2015. As part of the agreement, Desmet provided, under certain conditions, limited monthly advance payments of $50,000 to be applied against gross profit share from future sales. The agreement expired in August 2018.

 

 

 

 

On October 1, 2018, Desmet and the Company executed a new three year License Agreement with essentially the same terms with the January 2016 agreement. As part of the agreement, Desmet provided us under certain conditions, limited monthly advances of $50,000 through October 1, 2021, to be applied against gross profit share from future sales. The agreement expired in October 2021.

 

On November 1, 2021, Desmet and the Company executed a new three-year License Agreement with essentially the same terms with the January 2018 agreement. As part of the agreement, Desmet provides the Company monthly advances of $40,000 through November 1, 2024, to be applied against from future reactor sales, however, the Company is no longer entitled to gross profit share from future sales.

 

Desmet, together with its affiliates, is a global engineering and equipment supply firm engaged in the development, design and supply of process equipment for oils and fats processing facilities including vegetable oil refining, biofuel, oleo chemical, seed crushing, surfactant and detergent markets. Desmet supplies these markets with services based on the latest globally sourced technologies. Desmet has relationships with major refiners globally A significant portion of global vegetable oil refineries include major refiners such as Archer Daniels Midland Company, Cargill, Inc. and Bunge Limited. Desmet has more than 40 sales representatives selling in North America, South America, Europe, and Asia. Since its founding in 1946, Desmet reports that it has built a global network that includes 1,300 employees, 17 global and 8 representative offices, and more than 6,000 lines in a variety of applications. Desmet operates a separate division for each of the above markets and the Desmet Oils & Fats division has supplied small and large plants to approximately 1,900 oil millers in 150 countries, covering over 6,300 process sections.

 

Along with Desmet, we have been working together to accelerate appropriate sales goals and installation process. Our CTi Nano Neutralization® Systems is designed to be used as an add-on process to an existing neutralization system within soybean and other vegetable oil refineries. Desmet’s focus has been on marketing our CTi Nano Neutralization® Systems to vegetable oil refiners to help them increase profits through cost savings and improved oil yields. Desmet purchases our CTi Nano Neutralization® Systems from us and installs them at the refinery as part of an integrated neutralization system. Based on successful commercial implementations, Desmet guarantees minimum economic benefits to a facility that installs our CTi Nano Neutralization® Systems. We are therefore substantially dependent on Desmet to identify prospects, complete sales contracts, install the system and manage relationships with end-users.

 

Additionally, in fiscal 2017 Desmet installed our first Nano Reactor® at a bio-diesel production plant in South America. Bio-diesel industry has been under pricing pressure for a considerable period of time and slow to adopt to newer technologies. We are continuously working with Desmet pursuing additional sales opportunities in Asia and South America, however, the acceptance of our technology has been slow and there were no sales generated in our Fiscal 2023 and 2022.

  

Enviro Watertek, LLC

 

In April 2019, the Company and Delaware Water Company, LLC (Delaware) formed a limited liability company called Enviro WaterTek LLC (“Enviro” ,“EW”). Enviro is owned 50% by the Company and 50% by Delaware, and the Company accounts for its investment in Enviro under the equity method of accounting. From 2019 to 2023, Enviro had insignificant operations. This agreement covers our first commercial entrance into industrial treatment of produced and frac water. Fracking industry has seen a significant growth over the past ten years, reaching daily water consumption volume of over 58 million barrels per day. Our newly designed Low Pressure Nano Reactor (LPN™) was specifically developed to be integrated into produced water treatment system along with our proprietary chemical formulations, and has depicted measurable and quantifiable advantages over industry standard processes and equipment. Our agreement with EW provides for sales on LPN™ plus recurring revenue stream based on processing of produced and frac water volumes and utilization. Our agreement with EW has a fifteen-year term. In March 2020, global pandemic of COVID-19 has taken an unexpected negative impact on the oil and gas industry worldwide, and has consequently impaired our ability to rapidly accelerate LPN™ sales and recurring revenue stream. While the industry has gone through a major overhaul, we are seeing a gradual recovery in the industry. Our current system installations can handle approximately 25,000 barrels per day (BPD), and we received $20,000 and $46,000 in total revenue in Fiscal 2023 and 2022, respectively, from sale of reactors and usage fee.

 

 

 

 

Alchemy Beverages, Inc

 

In fiscal 2014, Roman Gordon, one of our shareholders and a former officer, formed a company, Cameo USA LLC (Cameo). Since its formation, Cameo has had no revenue, no operations, and has had no assets or liabilities. On June 4, 2018, Mr. Gordon contributed his 100% interest in Cameo to Cavitation Technologies, Inc. As Mr. Gordon had no reasonable and objectively supportable basis in the valuation of his investment in Cameo, there was no value assigned to the contribution of Cameo.

 

On June 29, 2018, we agreed to license Cameo to Alchemy Beverages Inc. (“ABI”). In addition, we have agreed to provide certain licensing rights related to our miniature low pressure nano-reactor (MLPN) to be used in developing and manufacturing of small home appliances to enhance alcoholic beverages. In consideration for these ABI has agreed to issue 19.9% of ABI’s outstanding common shares to us (limited to 20 million shares of ABI). ABI is a private company and in the business of producing and selling alcoholic beverages, equipment, and home appliances. Prior to this agreement, ABI was independent of CTI and had no relation to us nor to our management.

 

Pursuant to the licensing agreements, ABI will have the exclusive global marketing and distribution rights of Cameo and our patented and patent pending technologies for the processing of alcoholic beverages. We have agreed to assist in the installation and maintenance of the MLPN to ABI and will receive royalty payments ranging from 1% to 3% on all net revenues, as defined in our license agreement for the life of the applicable patents. In addition, we will receive leasing, consulting, and manufacturing fees as defined in the licensing agreement.

 

As of June 30, 2023 and the date of this report, ABI has not generated any sales under Cameo brand. Since June 2018, the Company and ABI have developed a small table top home appliance unit Barmuze® utilizing MLPN , allowing consumers to experience a new way of enjoying wines and spirits, utilizing CTi’s patented and patent pending technologies to molecularly restructure alcohol, convert harsh acids to pleasant tasting esters, and reduce levels of certain impurities commonly present in alcohol.

 

During fiscal 2022 and 2021, we have received approval for several patent applications, protecting our technology and processing rights, expanding our broad portfolio of patents.

  

During fiscals 2023 and 2022, there were no sales or royalties generated pertaining to our agreement with Alchemy Beverages, Inc. The investment in ABI has no value assigned to it, which approximates its fair value.

 

Customers Dependence

 

We continue to sell our industrial capacity Nano Reactor® and Nano Neutralization® System through our strategic partner Desmet and most of our revenue for the fiscal years ended June 30, 2023 and 2022, was derived from sales of reactors to Desmet and the corresponding gross profit share. We have generated minimal revenue pertaining to our licensing agreement with EW in our fiscal 2023. We had no revenue of LPN™ due to COVID-19, whereas oil production in US has negative impact on oil & gas industry. Oil and gas industry has seen a recovery, while price of oil has spiked to around $100 per barrel, and we foresee a great opportunity for our technology providing a significant upside potential both at the point of sale and recurring revenue stream.

 

 

 

 

 

Sources and availability of raw materials and the names of principal suppliers

 

We have historically sourced reactor components from various domestic and international suppliers. We do not have any long-term contracts, agreements, or commitments with any supplier. We believe it would take approximately 30 days to find a new supplier, if necessary.

 

Competition

 

Our competitors who sell equipment and engineering services for the vegetable oil refining business are a myriad of companies both large and small that provide equipment and technology to oil refiners. These include known companies that have longer operating histories, more experience, and stronger financial capabilities. Competitors include Alfa Laval, and Crown Iron Works as well as many firms that provide advice and services to small and regional firms. In addition, Arisdyne Systems, a designer of cavitation devices, is marketing a system using similar technology. The vegetable oil refining business is a highly competitive commodity market in which the lowest-cost producer has the advantage. We intend to compete by offering solutions that help our clients remain or become a low-cost producer. Because the industry in which we compete has had limited new technology introduced in the last 50 years, we believe our CTi Nano Neutralization® Systems provide a unique opportunity for refiners to increase margins. We seek to differentiate ourselves by offering solutions based on our proprietary and patented designs, processes, and applications to help our clients described in our issued and patent pending applications. We compete by offering solutions that we believe can reduce operating expenses and increase oil yield vs currently applied technologies.

 

In addition, our competitors in produced and frac water treatment application range from local service providers to multi-national global corporations with considerable financial resources, engineering expertise, established and proven technologies. We believe that LPN™ is a conceptually new technology that has not been introduced in the field of water treatment applications up to now. LPN™ has demonstrated exceptional results in treating produced and frac water commercially, significantly reducing the usage of hazards chemicals during the process, meanwhile, achieving desirable water quality for industrial re-use or disposal.

 

Patents

 

Our Cavitation Generator patent was issued during fiscal 2011. In addition, we have a patent for our Multi-Stage Cavitation Device Nano Reactor® that was issued on October 25, 2011. In the fiscal 2014 we received approvals for another apparatus patent and 2 additional process patents in the US. As of June 30, 2023, our portfolio of patents included 19 issued patents in the United States and 12 issued patents internationally. Our patents cover multiple process and applications of our technology in vegetable oil refining, production of biodiesel, treatment of process and industrial water, upgrade of hydrocarbons and enhancing of alcoholic beverages. We continuously develop new technologies and applications, as we have filed new patent applications for Low Pressure Nano-Reactors LPN™. LPN™ is a highly efficient homogenizer and emulsifier that can be utilized in multiple fluids processing applications. Recently, we have filed a patent application for a small home appliance. This new product is designed directly with consumer in mind and the first step for our company to introduce our technology outside of the industrial sector where we typically sell our products.

  

 

 

 

Issued

 

US		Cavitation Generator		7,762,715
US		Multi-Stage Cavitation Device		8,042,989
US		Process for Producing Biodiesel Through Lower Molecular Weight Alcohol-Targeted Cavitation		8,603,198
US		High-Throughput Cavitation and Electro Coagulation Apparatus		8,673,129
US		Extraction of Oil from Algae by Hydrodynamic Cavitation for Biodiesel Production		8,709,750
US		Flow-Through Cavitation-Assisted Rapid Modification of Crude Oil		8,894,273
US		Method for Cavitation-Assisted Refining, Degumming and Dewaxing of Oil and Fat		8,911,808
US		Process to Remove Impurities from Triacylglycerol Oil		8,945,644
US		Process for Producing Biodiesel Through Lower Molecular Weight Alcohol-Targeted Cavitation		8,981,135
US		Process for Removing Waxes and Phospholipids from Vegetable Oils and Increasing Production of Food Grade Lecithin Therefrom		9,357,790
US		Method and Flow Through Hydrodynamic Cavitational Apparatus for Alterations of Beverages		9,474,301
US		Method for Cavitation-Assisted Refining, Degumming and Dewaxing of Oil and Fat		9,481,853
US		Process for Extracting Carbohydrates from Biomass and Converting the Carbohydrates into Biofuels		9,611,496
US		Flow-Through Cavitation-Assisted Rapid Modification of Crude Oil		9,719,025
US		Processes for Increasing Bioalcohol Yield from Biomass		9,944,964
US		Processes for Increasing Bioalcohol Yield from Biomass		9,988,651
US		Processes for Extracting Carbohydrates from Biomass and Converting the Carbohydrates into Biofuels		10.093.953
US		Variable Flow Through Cavitation Device		10,507,442

 

US

System and Method for Purification of Drinking Water, Ethanol and Alcohol Beverages of Impurities

10,781,113

 

 

 

 

Int’l		Process to Remove Impurities from Triacylglycerol Oil		Ar AR083000B1
Int’l		Cavitation Generator		Br - PI0919602-1

  

Int’l		Process to Remove Impurities from Triacylglycerol Oil		Ca - 2,809,236
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Malaysia MY164311A
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Mexico – MX/E/2013/015504
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Singapore P187241
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Mexico – MX/a/2016/006201
Int’l		Process to Remove Impurities from Triacylglycerol Oil		EU 10 857 392.4
Int’l		Method for Cavitation-Assisted Refining, Degumming and Dewaxing of Oil and Fat		Br PI0919602-1
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Fr E 2 616 156
Int’l		Process to Remove Impurities from Triacylglycerol Oil		Gr 2 616 156
Int’l		Process to Remove Impurities from Triacylglycerol Oil		UK 2 616 156
US		System and Method for Purification of Alcohol Beverages of Impurities		US 10781113
US		Method and Device for Producing of High-Quality Alcoholic Beverages		US 10876084

 

Patent Pending Update

 

US		Tabletop Beverage Cavitation Device
US		Method for Purification of Drinking Water, Ethanol and Alcohol Beverages of Impurities
US		Process for Increasing Plant Protein Yield from Biomass
Br		Process to Remove Impurities from Triacylglycerol Oil
Eu		System and Method for Purification of Drinking Water, Ethanol and Alcohol Beverages of Impurities
Br		Process to Remove Impurities from Triacylglycerol Oil

 

We plan on continuing to invest in research and development and file for new and improved patents.

 

 

 

 

Royalty Agreements

 

On July 1, 2008, our wholly owned subsidiary entered into Patent Assignment Agreements with two parties, our President as well as our former Chief Executive Officer (CEO) who currently serves as our Technology Senior Manager, where certain devices and methods involved in our hydrodynamic cavitation processes invented by the President and former CEO/current Technology Senior Manager have been assigned to the subsidiary. In exchange, that subsidiary agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assumed by us on May 13, 2010, from our subsidiary. Our former CEO/current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through June 30, 2023.

 

On April 30, 2008 and as amended on November 22, 2010, our wholly owned subsidiary entered into an employment agreement with its former Director of Chemical and Analytical Department (the “Inventor”) to pay, in the first year, an amount equal to 5% of actual gross revenue received by us on any patent for which the Inventor was a legally named inventor, and, in each subsequent year, 3% of actual gross revenue received by us on any such patent. Since entering into that employment agreement, and during the term of this employment agreement, we have not received any revenue on any patents for which the Inventor was a legally named inventor.

 

Governmental Approval and Regulations and Environmental Compliance

 

Due to the nature of our products, we have incurred no costs with respect to environmental compliance with federal, state, and local laws. To our knowledge, our products do not require governmental approval, and we do not foresee that governmental regulations will have a material impact on our business.

 

Employees

 

As of June 30, 2023, we had four full-time employees and had engaged several consultants and independent contractors over the past year. Members of our technical team are comprised of experienced professionals who are chemists, civil, chemical, and mechanical engineers with expertise in hydrodynamic cavitation, nano technology and water treatment. These individuals hold degrees in Civil, Chemical, and Mechanical Engineering.

 

Research and Development Expenditures

 

During the fiscal years ended June 30, 2023 and 2022, we spent $3,000 and $17,000, respectively, on research and development activities.

 

ITEM 1A.  RISK FACTORS

 

Not applicable for smaller reporting companies.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

None.

  

 

 

 

ITEM 2.  PROPERTIES

 

Our corporate headquarter is located in Chatsworth, California, with an area of approximately 5,000 square foot facility, which includes office space and an area to conduct research and development. Our lease agreement for this space will end in February 2025.  Our monthly rent payments approximate $6,000 up to $7,000. We do not anticipate any material difficulties with the renewal of our rental agreement when it expires or in securing replacement facilities on commercially reasonable terms.

 

ITEM 3.  LEGAL PROCEEDINGS

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. The Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred.

 

The Company is not aware of any pending litigations.

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II

 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

Our Common Stock is traded on the OTCQB Market under the symbol CVAT. The following table sets forth the high and low price per share based on the closing price of our Common Stock for the periods indicated.

 

						HIGH				LOW
	Fiscal 2022			First Quarter		$	0.11			$	0.05
				Second Quarter			0.12				0.06
				Third Quarter			0.12				0.04
				Fourth Quarter			0.06				0.04

 

				HIGH				LOW
Fiscal 2023		First Quarter		$	0.05			$	0.04
		Second Quarter			0.04				0.02
		Third Quarter			0.03				0.01
		Fourth Quarter			0.03				0.01

 

We became a public company through a share exchange that was affected in October 2008. The first day of public trading of our stock was November 11, 2008. Since our fiscal year end was changed to June 30, public trading of our stock began in the second quarter of fiscal 2009. As of September 23, 2023, there were approximately 100 holders of record of our Common Stock. This does not reflect the number of persons or entities who hold stock in nominee or “street” name through various brokerage firms. The closing price of our common stock on September 23, 2023 was $0.02.

 

Dividend Policy

 

We have neither declared nor paid any dividends on our Common Stock in the preceding two fiscal years. We currently intend to retain future earnings, if any, to fund ongoing operations and finance the growth and development of our business and, therefore, do not anticipate declaring or paying cash dividends on our Common Stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

 

 

 

Recent Sales of Equity Securities and Use of Proceeds

 

We have not sold equity securities during the years ended June 30, 2023 and 2022.

  

Issuer Purchases of Equity Securities

 

None.

 

ITEM 6.   SELECTED FINANCIAL DATA

 

Not applicable for smaller reporting companies.

 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with our financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements.

 

Overview of Our Business

 

We are a Nevada corporation originally incorporated under the name Bio Energy, Inc. On January 29, 2007, we incorporated a wholly owned subsidiary, Hydrodynamic Technology, Inc. as a California corporation.

 

We have developed, patented, and commercialized proprietary technology that can be used for processing of various industrial and consumer-oriented fluids. Our patented Nano Reactor® is the critical components of the CTi Nano Neutralization® System which has been shown to reduce operating costs and increase yields in processing oils and fats. CTi holds and applied for numerous patents covering technology and various processes in US and Internationally, covering vegetable and crude oil refining, processed and frac water treatment, algae oil extraction, and alcoholic beverage enhancement. During our Fiscal 2022, we have continuously worked on developing additional technologies and products related to low pressure nano reactor (LPN™). LPN™ is designed to become a highly efficient mixer and homogenizer. We believe that LPN™ has a great commercial utilization opportunity by providing efficient and cost-effective solution in multiple fluid processing industries. LPN™ has a number of advantages over current mechanically operated mixers and homogenizers. Industrial application of our technology in produced and frac water treatment system, LPN™ along with our proprietary chemical formulations have depicted measurable and quantifiable advantages over industry standard processes and equipment. Additionally, our miniature low pressure nano reactor MLPN has become an integral part of Barmuze®, a small home appliance device for enhancing taste and extracting unwanted impurities typically present in alcoholic beverages.

 

During the year ended June 30, 2023, we recorded revenue of $433,000 and incurred a net loss of $2,040,000, respectively.

 

Inflation and potential recession

 

We are, and our suppliers are experiencing significant broad-based inflation of manufacturing and distribution costs as well as transportation challenges, partially as a result of the pandemic. Although we do not believe that inflation has had a material effect on our business, financial condition or results of operations, it may in the future. We are monitoring cost structures and evaluating to what extent any such costs can be passed on to customers, taking into account the overall impact of increasing inflation and interest rate pressures on consumers. We expect input cost inflation to continue at least throughout 2023. If we are unable to successfully manage the effects of inflation, our business, operating results, cash flows and financial condition may be adversely affected. Additionally, there have been various economic indicators that the United States economy may be entering a recession in upcoming quarters. An economic recession could potentially impact the general business environment and the capital markets, which may have a material negative impact on our financial results.

  

 

 

 

Management’s Plan of Operation

 

We are continuously engaged in manufacturing of our Nano Reactor® and Nano Neutralization® Systems which are designed to help refine vegetable oils such as soybean, canola and rapeseed. Additionally, we have developed LPN™’s that provide commercial opportunity in industrial water treatment, enhancement of alcoholic beverages, and MLPN being utilized in a consumer small home appliance.

 

During the year ended June 30, 2023, we incurred net loss of $2,040,000 and used cash in operating activities of $423,000. As of June 30, 2023, we have a working capital deficiency of $846,000 and a stockholders’ deficit of $919,000.

 

Management’s plan is to generate income from operations by licensing our technology globally through Desmet Ballestra Group (Desmet), agreements with EnviroWaterTek and Alchemy Beverages, Inc. In October 2018, we signed a three-year global R and D, Marketing and Technology License Agreement with Desmet for the sale and licensing of our Nano Reactor® and Nano Neutralization® Systems. This agreement is a continuation of the original agreement we signed with Desmet in May 2012. As part of the agreement, Desmet is also obligated to provide us with monthly advances of $40,000 to be applied against the sale of reactors. During the year ended June 30, 2023, advances received from Desmet amounted to $724,000 and revenues totaled $413,000. These funds service operational expenses on monthly basis.

 

There was no revenue produced in relationship to our agreement with Alchemy Beverages, Inc.

  

We anticipate that we may need additional funding, and we may attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet our needs, or that we will be able to meet our future contractual obligations. Should management fail to obtain such financing, we may curtail its operations.

 

Critical Accounting Policies and Revenue Recognition

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. The accounting policies and estimates described below are those we consider most critical in preparing its consolidated financial statements. The following is a review of the accounting policies and estimates that include significant judgments made by management using information available at the time the estimates are made. However, these estimates could change materially if different information or assumptions were used instead.

 

Note 1 of the accompanying consolidated financial statements includes a summary of significant accounting policies, estimates, and methods used in the preparation of our financial statements. Accounting estimates are an integral part of the preparation of financial statements and are based on judgments by management using its knowledge and experience about the past and current events and assumptions regarding future events, all of which we consider to be reasonable. These judgments and estimates reflect the effects of matters that are inherently uncertain and that affect the carrying value of our assets and liabilities, the disclosure of contingent liabilities and reported amounts of expenses during the reporting period.

 

 

 

 

Revenue Recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

Revenue from sale of our Nano Reactor® and LPN™ is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer.

 

The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur.

 

In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer.

 

Leases

 

The Company accounts for leases under guidance of Accounting Standards Codification (“ASC”) 842, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its office lease as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 

Equity Method Investment

 

The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. The Company assesses its investment in equity method investments for recoverability, and if it is determined that a loss in value of the investment is other than temporary, the Company writes down the investment to its fair value. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023 and as such, recorded an impairment charge of $1,112,000. As of June 30, 2023, the remaining value of its investments was $1,000.

 

Share-Based Compensation

 

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non- employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

  

 

 

 

Recent Accounting Pronouncements

 

See Note 1 of the financial statements for discussion of recent accounting pronouncements.

 

Results of Operations

 

Below is summary comparing fiscal 2023 and fiscal 2022.

 

		For the Years Ended
		June 30,
		2023				2022				$ Change				% Change
Revenue		$	413,000			$	1,619,000			$	(1,186,000	)			(74	)%
Revenue-related party			20,000				46,000				(26,000	)			(57	)%
Cost of revenue			(121,000	)			(41,000	)			(80,000	)			195%
Gross profit			312,000				1,624,000				(1,312,000	)			(81	)%
General and administrative expenses			1,195,000				1,728,000				(533,000	)			(31	)%
Impairment of equipment			–				178,000				(178,000	)			(100	)%
Research and development expenses			3,000				17,000				(14,000	)			(82	)%
Total operating expenses			1,198,000				1,923,000				(725,000	)			(38	)%
Loss from operations			(886,000	)			(299,000	)			(587,000	)			196%
Gain on forgiveness of PPP Loan			–				104,000				(104,000	)			(100	)%
Loss on settlement of liabilities			–				(371,000	)			371,000				(2,292	)%
Loss from equity method investment			(1,148,000	)			(48,000	)			(1,100,000	)			(100	)%
Interest expense			(6,000	)			(5,000	)			(1,000	)			20%
Net income (loss)		$	(2,040,000	)		$	(619,000	)		$	(1,422,000	)			230%

  

Revenue

 

During the year ended June 30, 2023, revenue decreased to $433,000 due primarily from reduced sales of our Nano Reactor® and CTi Nano Neutralization Systems to Desmet of $413,000. In addition, the Company also recorded an aggregate revenue of $20,000 from water processing usage fees to Enviro Watertek, LLC.

 

During the year ended June 30, 2022, our revenue was $1,665,000 and it was derived from the sale of our Nano Reactor® and CTi Nano Neutralization Systems to Desmet of $592,000 and share in gross margin share of $1,027,000, of which, the Company is no longer entitled in fiscal 2023. In addition, we recorded an aggregate revenue of $46,000 from the sale of LPN™ and water processing usage fee to Enviro Watertek, LLC.

 

Cost of Sales

 

During the year ended June 30, 2023 and June 30, 2022, cost of sales was $121,000 and $41,000, respectively, an increase of $80,000. 60%, or $48,000, of the increase was associated with the Company writing off inventory determined no longer sellable and the remaining $32,000 was for services associated with our sales to Desmet.

 

 

 

 

Operating Expenses

 

Operating expenses for fiscal 2023 amounted to $1,198,000 versus $1,923,000 in fiscal 2022, a decrease of $725,000 or 38%. The decrease in operating expenses was attributed to a decrease in advertising expenses of $63,000 a decrease in consulting fees of $33,000, legal fees of $17,000, accounting fees of $12,000, non-cash stock based compensation expense of $66,000, and payroll expenses of $322,000. In addition, there was an impairment charge of $178,000 on equipment in fiscal 2022 that did not occur in fiscal 2023. The decrease in Research and Development expenses of $14,000 was offset by increases in various professional service fees paid during the fiscal 2023 year.

 

Operating expenses for fiscal 2022 amounted to $1,923,000 versus $1,285,000 in fiscal 2021, an increase of $638,000 or 50%. The increase in operating expenses was attributed to an increase in advertising expenses of $95,000, an impairment charge of $178,000 on equipment, an increase in consulting fees of $99,000, an increase in legal fees of $54,000, non-cash stock based compensation expense of $352,000.

 

Net Loss

 

Our reporting net loss in fiscal 2023 was $2,040,000 compared to $619,000 in fiscal 2022.

 

Liquidity and Capital Resources

 

Our cash balance at June 30, 2023 was $18,000, a decrease of $423,000 compared to $441,000 at June 30, 2022.

 

For the year ended June 30, 2023 cash used in operating activities was $423,000.

 

For the year ended June 30, 2022 cash used in operating activities was $484,000, cash used in investing activities was $1,223,000, and cash provided by financing activities was $785,000.

 

Going concern

 

During the year ended June 30, 2023, we incurred a net loss of $2,040,000 and used cash in operating activities of $423,000. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on our June 30, 2023 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going concern.

 

Management’s plan is to generate income from operations by continuing to license its technology globally, including our agreements with EW and ABI.

 

We may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet our needs, that we will be able to achieve profitable operations or that we will be able to meet our future contractual obligations. Should management fail to obtain such financing, we may curtail its operations.

 

Off-balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 7A.  Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable for Smaller Reporting Companies.

 

 

 

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors
Cavitation Technologies, Inc.

Chatsworth, CA

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Cavitation Technologies, Inc. (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred recurring operating losses, used cash in operations since inception and has a stockholders’ deficit at June 30, 2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

Critical Audit Matter

 

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

We have served as the Company’s auditor since 2013.

 

/s/ Weinberg & Company, P.A.

 

Los Angeles, California

October 3, 2023

PCAOB #572

572

 

 

 

  

CAVITATION TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

 

		June 30,2023				June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents		$	18,000			$	441,000
Accounts receivable			–				1,000
Inventory			–				48,000
Prepaid expenses			–				38,000
Total current assets			18,000				528,000
Property and equipment, net			1,000				4,000
Equity method investment			1,000				1,149,000
Operating lease right-of-use asset			113,000				180,000
Other assets			10,000				10,000
Total assets		$	143,000			$	1,871,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses		$	120,000			$	135,000
Accrued payroll and payroll taxes – related parties			280,000				280,000
Notes payable			5,000				–
Customer advances			391,000				80,000
Operating lease liability, current portion			68,000				63,000
Total current liabilities			864,000				558,000
Notes payable, non-current			145,000				150,000
Operating lease liability, non-current portion			53,000				127,000
Total liabilities			1,062,000				835,000
Commitments and contingencies			–				–
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and 2022, respectively			–				–
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 and 276,698,831 shares issued and outstanding as June 30, 2023 and 2022, respectively			284,000				277,000
Additional paid-in capital			26,083,000				26,005,000
Accumulated deficit			(27,286,000	)			(25,246,000	)
Total stockholders' equity (deficit)			(919,000	)			1,036,000
Total liabilities and stockholders' equity (deficit)		$	143,000			$	1,871,000

 

See accompanying notes to the consolidated financial statements

 

 

 

 

CAVITATION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the Years Ended
		June 30,
		2023				2022
Revenue		$	413,000			$	1,619,000
Revenue – related party			20,000				46,000
Cost of revenue			(121,000	)			(41,000	)
Gross profit			312,000				1,624,000
General and administrative expenses			1,195,000				1,728,000
Impairment of equipment			–				178,000
Research and development expenses			3,000				17,000
Total operating expenses			1,198,000				1,923,000
Loss from operations			(886,000	)			(299,000	)
Other Income (Expense)
Gain on forgiveness of PPP Loan			–				104,000
Loss on settlement of liabilities			–				(371,000	)
Loss from equity method investment			(1,148,000	)			(48,000	)
Interest expense			(6,000	)			(5,000	)
Other, net			(1,154,000	)			(320,000	)
Net loss before income taxes			(2,040,000	)			(619,000	)
Provision for income taxes			–				–
Net Loss		$	(2,040,000	)		$	(619,000	)
Net loss per share,
Basic and diluted		$	(0.01	)		$	(0.00	)
Weighted average shares outstanding,
Basic and diluted			281,693,701				248,736,262

 

See accompanying notes to the consolidated financial statements

 

 

 

 

CAVITATION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED JUNE 30, 2023 AND 2022

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at June 30, 2021			208,267,444			$	208,000			$	24,008,000			$	(24,627,000	)		$	(411,000	)
Common stock issued for cash			12,071,785				12,000				773,000				–				785,000
Cashless exercise of warrants			33,715,228				34,000				(34,000	)			–				–
Cashless exercise of options			6,181,818				6,000				(6,000	)			–				–
Fair value of warrants granted for services			–				–				40,000				–				40,000
Fair value of common stock issued upon exercise of warrants and options			778,609				1,000				86,000				–				87,000
Fair value of common stock issued for services			4,500,000				5,000				220,000				–				225,000
Fair value of common stock issued to settle liabilities			11,183,947				11,000				918,000				–				929,000
Net loss			–				–				–				(619,000	)			(619,000	)
Balance at June 30, 2022			276,698,831				277,000				26,005,000				(25,246,000	)			1,036,000
Cashless exercise of warrants			4,090,909				4,000				(4,000	)			–				–
Fair value of common stock issued for services			3,500,000				3,000				82,000				–				85,000
Net loss			–				–				–				(2,040,000	)			(2,040,000	)
Balance at June 30, 2023			284,289,740			$	284,000			$	26,083,000			$	(27,286,000	)		$	(919,000	)

 

See accompanying notes to the consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 

CAVITATION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Years Ended June 30,
		2023				2022
Operating activities:
Net loss		$	(2,040,000	)		$	(619,000	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation			3,000				–
Fair value of common stock issued upon exercise of warrants and options			–				87,000
Fair value of warrants granted for services			–				40,000
Fair value of common stock issued for services			85,000				225,000
Gain on forgiveness of PPP note payable			–				(104,000	)
Loss on settlement of liabilities			–				371,000
Impairment of equipment			–				178,000
Inventory reserve			48,000				–
Loss from equity method investment			1,148,000				48,000
Distribution from equity method investment			–				26,000
Effect of changes in:
Accounts receivable			1,000				5,000
Inventory			–				(23,000	)
Prepaid expenses			38,000				(38,000	)
Operating lease right-of-use assets			67,000				65,000
Accounts payable and accrued expenses			(15,000	)			(3,000	)
Accrued payroll and payroll taxes – related parties			–				(33,000	)
Related party payable			–				(1,000	)
Customer advances			311,000				(647,000	)
Operating lease liabilities			(69,000	)			(61,000	)
Net cash used in operating activities			(423,000	)			(484,000	)
Investing activities:
Capital contribution to equity investment			–				(1,223,000	)
Cash used in investing activities			–				(1,223,000	)
Financing activities:
Proceeds from sale of common stock			–				785,000
Cash generated from financing activities			–				785,000
Net decrease in cash and cash equivalents			(423,000	)			(922,000	)
Cash and cash equivalents, beginning of period			441,000				1,363,000
Cash and cash equivalents, end of period		$	18,000			$	441,000
Supplemental disclosures of cash flow information:
Cash paid for interest		$	3,000			$	–
Cash paid for income taxes		$	–			$	–
Supplemental disclosures of cash flow information:
Liabilities settled with common stock		$	–			$	558,000

 

See accompanying notes to the consolidated financial statements

 

 

 

 

CAVITATION TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2023 AND 2022

 

 

Note 1 – Organization and Summary of Significant Accounting Policies

 

Cavitation Technologies, Inc. (“the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated in January 2007 under the name Bio Energy, Inc. The Company has developed, patented, and commercialized proprietary technology used in our Nano Reactor® and LPN™ liquid processing applications.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, during the year ended June 30, 2023, the Company incurred a net loss of $2,040,000, used cash in operating activities of $423,000 and had a stockholders’ deficit of $919,000 as of June 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from an inability of the Company to continue as a going concern.

 

As of June 30, 2023, the Company has cash in the amount of $18,000. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management’s plan is to increase revenues by continuing to license its technology globally. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company believes it has enough cash to sustain operations through December, 2023.

 

The Company may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company’s needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations.

 

During the year ended June 30, 2023, the COVID-19 pandemic did not have a material net impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for inventory obsolescence, valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates.

 

 

 

24

 

 

Revenue Recognition

 

The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer.

 

Cash and Cash Equivalents

 

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At June 30, 2023 and 2022, the Company had no cash equivalents.

 

The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.

 

As of June 30, 2023, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.

  

Accounts Receivable

 

Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2023 and 2022, management determined no reserve for uncollectible accounts receivable was necessary.

 

Inventory

 

Inventory is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis. Inventory is composed of finished goods and represents costs incurred to manufacture the Company’s Nano Reactor® systems and LPN™. During the year ended June 30, 2023, the Company recorded a reserve in the amount of $48,000 against inventory which it determined was no longer sellable. There was no inventory balance as of June 30, 2023.

  

 

 

25

 

 

Property and Equipment

 

Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations.

 

Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives.

Property and equipment useful life
Leasehold improvements		Shorter of the life of the asset or lease term
Furniture		5-7 Years
Office equipment		5 Years
Lab equipment		4 Years
Skid systems		4 Years

 

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.

 

Equity Method Investment

 

The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023 and as such, recorded an impairment charge of $1,112,000. As of June 30, 2023, the remaining value of its investments was $1,000.

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

  

Leases

 

The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 3).

 

 

 

26

 

 

Fair Value Measurement

 

FASB ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.

 

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

  

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

As of June 30, 2023, and 2022, the carrying value of certain accounts such as accounts receivable, inventory, accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments.

 

Share-Based Compensation

 

We periodically issue stock options, warrants and common stock to employees and non-employees for services and capital raising transactions. We account for share-based payments under the guidance of FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

 

Under ASC 718, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.

  

Advertising Costs

 

Advertising costs, including marketing expense, incurred in the normal course of operations are expensed as incurred. Advertising expenses amounted to $44,000 and $106,000 for the years ended June 30, 2023 and 2022 respectively and was reported as part of General and administrative expenses in the accompanying Consolidated Statements of Operations.

 

 

 

27

 

 

Research and Development Costs

 

Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended June 30, 2023 and 2022 amounted to $3,000 and $17,000, respectively.

 

Warranty Policy

 

The Company provides a limited warranty with every set of reactors sold, typically 2 to 5 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at June 30, 2023 and 2022.

  

Net (Loss) Per Share

 

The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, 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 then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants were exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

There were no adjustments to net (loss) required for purposes of computing diluted earnings per share. At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive.

Schedule of antidilutive shares
		June 30, 2023				June 30, 2022
Options			–				1,250,000
Warrants			53,657,234				61,427,834

 

Concentrations

 

During the year ended June 30, 2023, we recorded 95% of our revenue from Desmet Ballestra (Desmet) and 5% from Enviro Watertek, LLC (EW) (see Note 2).

 

During the year ended June 30, 2022, we recorded 97% of our revenue from Desmet and 3% from EW (see Note 2).

  

At June 30, 2023 and 2022, 0% and 100%, respectively, of accounts receivable were due from EW.

 

 

 

28

 

 

Segments

 

The Company operates in one segment for the development and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services and major customers. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

Note 2 – Contracts with Desmet Ballestra

 

The Company has the following agreements with Desmet Ballestra (Desmet), a company located in Europe:

 

		October 2018 Agreement. The Company signed a three-year global Research and Development (R&D), Marketing and Technology License Agreement with Desmet for the sale and licensing of the Company’s reactors. This agreement was a continuation of an original agreement the Company signed with Desmet in fiscal 2012 and amended in fiscal 2016.
		As part of the October 2018 agreement, Desmet provided the Company monthly advances of $50,000 through October 1, 2021, to be applied against the Company’s gross profit share from future sales. In accordance with ASC 606, the Company determined that the gross profit to be earned from Desmet was a variable consideration and evaluated the amount of the potential payments and the likelihood that the payments would be received using the most likely amount approach (subject to the variable consideration constraint). Estimates were available from our distributor which were considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as variable revenue constraints, and as such, the amount of gross profit share revenue recognized was limited to the actual amount of cash received under the contract which the Company had determined was not refundable and probable that a significant revenue reversal would not occur. Further, the Company had not been able to develop an expectation of the actual collection based on its historical experience. The Company also had no control with regards to the sale and installation of Nano Reactor® and CTi Nano Neutralization® System, between Desmet and the end customer. This agreement expired in October 2021 and was replaced by the October 2021 agreement, for which, the Company is no longer entitled to revenue from a share of gross profit to be earned from distributors.
		In October 2021, the Company executed a three-year agreement with Desmet that is a continuation of the October 2018 agreement. In accordance with ASC 606, the Company recognizes revenue from the sale of reactors at the time of shipment of the Nano reactor hardware as shipment is deemed to be the Company’s only performance obligation and the Company had no more continuing obligation other than the reactor’s two-year standard warranty. Desmet pays for such reactors on credit terms and the amount of a sale is recorded as a receivable upon acceptance by Desmet. In addition, Desmet agreed to provide the Company monthly advances, subject to certain limitations, of $40,000 through October 1, 2024 to be applied against future sales of reactors.

 

 

 

29

 

 

During the year ended June 30, 2023, the Company recorded sales of $413,000 from Nano Reactor® sales from Desmet.

 

During the year ended June 30, 2022, the Company recorded sales of $592,000 from Nano Reactor® sales from Desmet, and $1,027,000 from gross profit share for a total revenue of $1,619,000 from Desmet.

 

As part of the Company’s agreement with Desmet, the Company receives cash advances from Desmet for the Company’s share in gross profit from the sale of reactors as well as advance payment for the sale of reactors. The Company initially records the advances received as “customer advances” a liability account, until such time revenue recognition is met. As of June 30, 2021, outstanding balance of customer advances amounted to $727,000.

 

During the year ended June 30, 2022, advances received from Desmet amounted to $972,000 and revenues totaled $1,619,000. As of June 30, 2022, outstanding advances from Desmet amounted to $80,000.

 

During the year ended June 30, 2023, advances received from Desmet amounted to $724,000 and revenues totaled $413,000. As of June 30, 2023, outstanding advances from Desmet amounted to $391,000.

 

Note 3 - Investment in Equity Method Investments

 

In April 2019, the Company and an unrelated entity, Delaware Water Company, LLC (Delaware) formed a limited liability company called Enviro WaterTek LLC (“Enviro”). Enviro is owned 50% by the Company and 50% by Delaware, and the Company accounts for its investment in Enviro under the equity method in accordance with ASC 323 as the Company’s investments in Enviro, an unconsolidated entity and for which it has the ability to exercise significant influence but not control. From inception up to June 30, 2023, Enviro had no operations.

 

In September 2021, the Company and Delaware entered into a separate agreement under Enviro for a specific project (referred to as “Ameredev”). Delaware has certain contracts in place to provide recycled water to operators of certain active oil and gas wells. Under the agreement, the Company contributed $1.2 million that was used by Ameredev to increase the capacity of certain pipelines and water treatment facilities operated by Delaware. Pursuant to the agreement, for each barrel of recycled water that Ameredev sells, Delaware will receive $0.10 per barrel, and the Company will receive $0.05 per barrel (referred to as usage fees), with the balance of net income (loss) from Ameredev being allocated 70% to Delaware and 30% to the Company. The Ameredev agreement will terminate the earlier of three years (unless extended by unanimous agreement of the Board and Members of Ameredev) from the date of the agreement or by unanimous agreement of the Board and Members of Ameredev.

 

During the year ended June 30, 2022, the Company recorded total revenues from Ameredev of $46,000, made up of $33,000 from the sale of reactors, and $13,000 from usage fees. During the year ended June 30, 2022, the Company recognized a loss of $48,000 related to the equity method investment. As of June 30, 2022, balance of equity method investment amounted to $1,149,000.

 

During the year ended June 30, 2023, the Company recorded total revenues from Ameredev of $20,000 from usage fees. In addition, the Company also recorded a loss from equity method investment of $36,000 to account for the Company’s 30% share in the net loss of Ameredev.

 

Based upon the operations of Ameredev and the facts and circumstance of the industry it operates, due to a number of factors, Management has concluded that it was no longer possible to determine reasonable and objectively supportable projections and estimates with regards to the recoverability of the equity method investment. As such, at June 30, 2023, the Company determined the equity method investment was impaired and recorded an additional $1,112,000 in loss to its investment. Total loss from equity method investment for the year ended June 30, 2023 was $1,148,000.

 

The following table summarizes the activity of the Company’s equity method investment:

Investment in equity method investment
		Equity Method Investment
Balance at June 30, 2021		$	–
Contributions to equity method investment			1,223,000
Loss from Company’s 30% share in the net loss of Ameredev			(48,000	)
Distribution from equity method investment			(26,000	)
Balance at June 30, 2022			1,149,000
Loss from Company’s 30% share in the net loss of Ameredev			(36,000	)
Impairment of equity method investment			(1,112,000	)
Distribution from equity method investment			–
Balance at June 30, 2023		$	1,000

  

 

 

30

 

 

 

Note 4 – Operating Lease

 

The Company leases certain warehouse and corporate office space under an operating lease agreement. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

Lease cost tables
		June 30,				June 30,
		2023				2022
Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)		$	76,000			$	78,000
Other information:
Cash paid for amounts included in the measurement of lease liabilities		$	72,000			$	72,000
Weighted average remaining lease term – operating leases (in years)			1.6				2.6
Average discount rate – operating leases			4%				4%
The supplemental balance sheet information related to leases for the period is as follows:
Long-term right-of-use assets		$	113,000			$	180,000
Short-term operating lease liabilities		$	68,000			$	63,000
Long-term operating lease liabilities			53,000				127,000
Total operating lease liabilities		$	121,000			$	190,000

  

Supplemental cash flow information related to the lease liabilities are as follows:

Schedule of lease liability maturities
		Operating
Year Ending June 30:		Lease
2024		$	78,000
2025			53,000
Total lease payments			131,000
Less: Imputed interest/present value			(10,000	)
Present value of lease liabilities		$	121,000

 

 

 

32

 

 

Note 5 - Property and Equipment

 

Property and equipment consist of the following as of June 30, 2022 and 2021:

Schedule of property and equipment
		June 30,				June 30,
		2023				2022
Leasehold improvement		$	2,000			$	2,000
Furniture			27,000				27,000
Office equipment			2,000				2,000
Equipment			306,000				306,000
Systems			187,000				187,000
			524,000				524,000
Less: accumulated depreciation and amortization			(523,000	)			(520,000	)
Property and equipment, net		$	1,000			$	4,000

 

Depreciation expense for the years ended June 30, 2023 and 2022 amounted to $3,000 and $0, respectively and was recorded as part of General and Administrative expenses in the accompanying Consolidated Statements of Operations.

 

In June 2022, the Company determined to cease further development and construction of certain testing equipment and a result, the Company wrote-down certain capitalized equipment costs of $178,000.

 

Note 6 – Related Party Transactions

 

At June 30, 2021, accrued salaries and estimated payroll taxes due to current and former officers of the Company totaled $667,000. During the year ended June 30, 2022, the Company paid $27,000 of accrued payroll expenses, reduced estimated payroll taxes by $44,000, and transferred $316,000 to an unrelated party, which was subsequently settled through the issuance of 6,855,700 shares of common stock (see Note 8). As of June 30, 2023 and 2022, the outstanding balance of accrued payroll and payroll taxes-related parties totaled $280,000 for both periods presented.

  

 

 

33

 

 

Note 7 – Notes Payable

Schedule of notes payable
		June 30,				June 30,
		2022				2022
A.      Note Payable - PPP#2		$	–			$	–
B.      Note Payable - EIDL			150,000				150,000
Total		$	150,000			$	150,000

 

	A.	On March 26, 2021, the Company was granted a of $104,000 (PPP #2) pursuant to the PPP that was scheduled to mature in March 2026. PPP #2 loan had an interest rate of 1% per annum, was unsecured, and guaranteed by the Small Business Administration (the “SBA”). In July 2021, the SBA approved the forgiveness of PPP #2 loan of $104,000, and we recognized a gain on extinguishment of PPP #2 loan of $104,000 during the year ended June 30, 2022.
	B.	In July 2020, the Company received a loan of $150,000 from the SBA under its Economic Injury Disaster Loan (EIDL) assistance program. The EIDL loan is payable over 30 years, bears interest at a rate of 3.75% per annum and secured by all tangible and intangible property of the Company. As of June 30, 2021 and 2022, the outstanding balance of the note payable was $150,000, respectively.
		Pursuant to the terms of the SBA EIDL loan agreement, the Company is required to make monthly installment payments of approximately $700 starting in July 2021. However, the Company was not able to pay the required monthly installment due from July 2021 to April 2023.
		In May 2023, the Company was able to cure the payment delay with the SBA. As a result, the Company paid a total of $3,000 which was first applied as a partial payment to accrued interest of approximately $14,000. In addition, the Company also started paying the monthly installment of $700 in July, 2023. This payment and any additional payments will be applied as a partial payment to accrued interest until the Company becomes current with the interest due. This is pursuant to the instruction of the SBA.
		As of June 30, 2023, the outstanding loan balance of the loan amounted to $150,000 and accrued interest of $14,000 which is reported as part of Accounts Payable and Accrued Expenses in the accompanying Balance Sheet.

 

Note 8 - Stockholders’ Equity (Deficit)

 

Preferred Stock

 

On March 17, 2009, the Company filed an Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock. The total number of shares of Common Stock which this corporation has authority to issue is 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001. As of June 30, 2023, and 2022, there are no shares of Series A or Series B Preferred Stock issued and outstanding.

  

Common Stock

 

Year Ending June 30, 2023

 

During the year ended June 30, 2023, the Company issued 3,500,000 shares of common stock with a fair value of $85,000 for services provided to the Company. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreement related to the issuance.

 

 

 

34

 

 

Year Ending June 30, 2022

 

During the year ended June 30, 2022, the Company issued 12,071,785 shares of common stock and 12,071,785 fully vested warrant to purchase common stock over a period of 5 years with an exercise price of $0.09 per share in exchange for net cash proceeds of $785,000.

 

During the year ended June 30, 2022, the Company issued 33,715,228 shares of common stock to warrant holders who exercised their 50,110,000 warrants on a cashless basis.

 

During the year ended June 30, 2022, the Company issued 6,181,818 shares of common stock to option holders who exercised their 8,500,000 options on a cashless basis.

 

During the year ended June 30, 2022, the Company issued 778,609 shares of common stock with a fair value of $87,000 to the warrant and option holders who exercised their cashless exercise options above. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the shares were issued.

 

During the year ended June 30, 2022, the Company issued 4,500,000 shares of common stock to consultants and employees valued at $225,000 for services rendered. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreement related to the issuance.

 

During the year ended June 30, 2022, the Company issued 6,855,700 shares of common stock with a fair value of $718,000 to settle $316,000 of liabilities related to former accrued payroll (see Note 6) and $31,000 of additional liabilities. A loss on settlement of $371,000 was recognized. In addition, during the year ended June 30, 2022, the Company issued 4,328,247 shares of common stock with a fair value of valued at $211,000 to settle outstanding liabilities of $211,000. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreements related to such issuance.

 

Stock Options

 

The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non-plan grants. A summary of the stock option activity from June 30, 2023 and 2022 is as follows:

Schedule of stock option activity

Options

Weighted Average Exercise Price

Weighted- Average Remaining Contractual Life (Years)

Outstanding at June 30, 2021

11,000,000

$

0.03

6.07

- Granted

–

–

–

- Forfeited

–

–

–

- Exercised

(8,500,000

)

0.03

6.07

- Expired

(1,250,000

)

0.03

–

Outstanding at June 30, 2022

1,250,000

$

0.03

0.43

- Granted

–

–

–

- Forfeited

–

–

–

- Exercised

–

–

–

- Expired

(1,250,000

)

0.03

–

Outstanding at June 30, 2023

–

$

–

–

 

 

 

35

 

 

Warrants

 

A summary of the Company’s warrant activity and related information from as of June 30, 2023 and 2022 is as follows. 

Schedule of warrant activity
		Warrants				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (Years)
Outstanding at June 30, 2021			98,966,049			$	0.07				4.49
- Granted			12,571,785				0.09				5.00
- Exercised			(50,110,000	)			–				–
- Expired			–				–				–
Outstanding at June 30, 2022			61,427,834				0.09				2.81
- Granted			–				–				–
- Exercised			(7,500,000	)			0.05				–
- Expired			(270,600	)			0.05				–
Outstanding at June, 2023 vested and exercisable			53,657,234			$	0.09				2.18

 

There was no intrinsic value of the outstanding warrants as of June 30, 2023, as the exercise price of these warrants were greater than the market price. The following table summarizes additional information concerning warrants outstanding and exercisable at June 30, 2023.

Schedule of warrants outstanding and exercisable
				Warrants Outstanding												Warrants Exercisable
								Weighted				Weighted								Weighted
								Average				Average								Average
Exercise				Number				Remaining				Exercise				Number				Remaining
Price				of Shares				Life (Years)				Price				of Shares				Life (Years)
$	0.03 - 0.04				10,855,918				3.30			$	0.03				10,855,918				3.30
$	0.09				23,841,323				3.01			$	0.09				23,841,323				3.01
$	0.12				18,959,993				0.49			$	0.12				18,959,993				0.49
					53,657,234												53,657,234

 

Year Ending June 30, 2023

 

During the year ended June 30, 2023, the Company issued 4,090,909 shares of common stock upon cashless exercise of 7,500,000 warrants.

 

 

 

36

 

 

Year Ending June 30, 2022

 

During the year ended June 30, 2022, the Company granted warrants to purchase 12,071,785 shares of common stock in relation to the issuance of common stock (see Common Stock above).

 

On August 1, 2021, the Company granted a service provider a warrant exercisable for 500,000 shares of common stock at an exercise price of $0.09 per share, these warrants were valued at $40,000.

 

The fair value of the warrant awards was estimated using the Black-Scholes method based on the following weighted-average assumptions:

Schedule of assumptions
		June 30,
		2022
Risk-free interest rate			0.66%
Contractual terms (years)			5 years
Expected volatility			258%
Expected dividend yield			0%

 

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the warrants; the contractual terms represents full contractual term the warrants; expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

 

Note 9 - Income Taxes

 

For the years ended June 30, 2023 and 2022, the Company recorded no provision for income taxes due to the Company’s taxable net loss position and available Federal and State net operating loss (NOL) carryforwards that are available to reduce taxable income.

 

A reconciliation of the effective income tax to statutory US federal income tax is as follows:

Income Tax Provision
		June 30,				June 30,
		2023				2022
Federal statutory rate			(21)%				(21)%
State income taxes, net of Federal benefit			(7)%				(7)%
Valuation allowance			28%				28%
Income tax provision			–				–

 

 

 

37

 

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets are presented below.

 

At June 30, 2023, the Company had available Federal NOL carryforwards of approximately $12.5 million that are available to reduce future taxable income. The Federal NOL carry forward expires through 2037. The NOLs are subject to statutory limitations under Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carry forwards.

 

During the year ended June 30, 2023 and 2022, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards due to recurring operating losses. Based on their valuation, the Company determined that the net deferred tax assets, do not meet the requirements to realize, and as such, the Company has provided a full valuation allowance against them.

 

At June 30, 2023 and 2022, significant component of the Company’s deferred tax assets and liabilities are as follows:

Schedule of deferred tax assets
		June 30,				June 30,
		2023				2022
Net Operating loss carryforwards		$	3,505,000			$	3,063,000
Stock compensation expense			962,000				938,000
Total net deferred tax assets			4,467,000				4,001,000
Less valuation discount			(4,467,000	)			(4,001,000	)
Net deferred tax assets		$	–			$	–

 

Accounting rules prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid.

  

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

 

Note 10 – Commitments and Contingencies

 

Royalty Agreements

 

On July 1, 2008, the Company’s wholly owned subsidiary entered into Patent Assignment Agreements with two parties, its President as well as its former Chief Executive Officer (CEO) and current Technology Senior Manager, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/ current Technology Senior Manager have been assigned to the Company. In exchange, the Company agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/ current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assigned to Cavitation Technologies on May 13, 2010. The Company’s former CEO/ current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through June 30, 2023 and 2022.

 

On April 30, 2008 (as amended November 22, 2010), the Company’s wholly owned subsidiary entered into an employment agreement with the Director of Chemical and Analytical Department (the “Inventor”) providing that the Inventor shall receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of June 30, 2023, and 2022 no patents have been granted in which this person is the legally named inventor.

 

 

 

 

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

In accordance with rule 13a-15(a), our management must maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, or the Exchange Act, to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

In accordance with Rule 13a-15(b) and (c), management must also evaluate the effectiveness of these disclosure control and procedures at the end of each fiscal year. As of June 30, 2023, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were not effective as of June 30, 2023.

 

Report of Management on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed under the supervision of our principal executive and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal controls and procedures, (as defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the year ended June 30, 2023. Management conducted as assessment of our internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Our management concluded that as of June 30, 2023, our internal control over financial reporting was not effective, and that material weaknesses existed in the following areas as of June 30, 2023:

 

	1.	We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With respect to material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	2.	We have ineffective controls over segregation of duties due to limited resources and number of employees.

 

 

 

 

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. We intend to hire the necessary staff to address the weaknesses once additional capital is obtained which will allow full operations to commence. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the year ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation

 

Pursuant to Item 308(b) of Regulation S-K, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Wall Street Reform Act), this report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Wall Street Reform Act permanently exempts small public companies from the requirement to obtain an external audit on the effectiveness of internal financial reporting controls.

 

ITEM 9B.  Other Information

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance.

 

Person		Age				Position
Naum Voloshin			60			President, PEO, Principal Accounting Officer Secretary and Director
Peter N. Christos			66			Director
James Fuller			83			Director
Jerry Bailey PhD			83			Director

 

James Fuller. Mr. Fuller is an independent director and has been Chairman of our Audit Committee and Independent Financial Expert since February 2010. He was formerly a Vice President of the New York Stock Exchange and director of the Securities Investor Protection Corporation. In addition to his over 30 years of experience in the securities markets, Mr. Fuller sat on the Board of Trustees of the University of California, Santa Cruz and previously served as Chairman of their Audit Committee and Independent Financial Expert. Jim is a partner at Baytree Capital Associates, LLC. He received his BS in Political Science from San Jose State University and his MBA from California State University - Fresno. Mr. Fuller also served as a Director of Propell Technologies Group, Inc (OTCQB: Propell), a public company engaged in oil and gas exploration from October 14, 2011 until February 17, 2015. Based on Mr. Fuller’s extensive experience in finance as well as his prior public company experience it was determined that Mr. Fuller should serve on the Company’s Board.

 

Naum Voloshin. Mr. Voloshin has over 30 years of experience in investment banking, business operations and marketing. Prior to joining CTi, Mr. Voloshin has worked for several developmental stage companies in US, Europe and Asia. The scope of his duties was to provide management, financial reporting, funding, and marketing expertise.

 

Jerry Bailey PhD. Mr. Bailey has over 50 years of experience in the international petroleum industry. He is a former President of Exxon - Arabian Gulf and prior to that, served in various operating capacities for major oil producers throughout the Middle East and in the U.S. onshore and offshore sectors. Dr. Bailey is currently the Chairman of Bailey Petroleum, LLC, a consulting firm for major oil and gas exploration and development corporations. In addition, during his extensive career, Dr. Bailey has served in a variety of C-Suite and Board capacities for several oil & gas enterprises. Dr. Bailey holds a BS Degree in Chemical Engineering from the University of Houston, an MS Degree in Chemical Engineering from the New Jersey Institute of Technology, a PhD Degree from Columbia Pacific University and is a graduate of Engineering Doctoral Studies from Lamar University.

 

Peter N. Christos. Mr. Christos has over 30 years of Wall Street experience in corporate finance, serving on the boards of numerous private and listed companies, managing, and advising large scale enterprises as well as early-stage start-ups.

 

Family Relationships

 

Roman Gordon is a founder and current Global Technology Manger of the Company. He was a former member of the Company’s Board of Directors and Chief Technology Officer up to July 15, 2016. He is also the brother of Mr. Igor Gorodnitsky, our former President, Principal Executive Officer and member of the Company’s Board of Directors.

  

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors, persons who own more than 10% of our common stock, and immediate family members living in the same household to file an Initial Statement of Beneficial Ownership on Form 3 and changes in ownership on Form 4 with the Securities and Exchange Commission (the "SEC"). Such "insiders" are required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

 

Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to us during fiscal 2020 updated forms were filed, ended June 30, 2023, there were no delinquent forms filed during the year.

 

 

 

 

Director Independence

 

Although our common stock is not listed on a national securities exchange, for purposes of independence we use the definition of independence applied by the NASDAQ stock market. The Board has determined that Mr. Fuller, Mr. Bailey and Mr. Christos are all ” independent” in accordance with such definition. Mr. Voloshin is not independent due to his current positions with the Company.

 

Code of Ethics

 

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees. A copy may also be obtained free of charge by mailing a request in writing to: Cavitation Technologies, Inc., 10019 Canoga Ave., Chatsworth, CA 91311 USA. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver in a current report on Form 8-K.

 

ITEM 11. Executive Compensation.

 

Summary Compensation Table

 

The following table sets forth a summary of cash and non-cash compensation awarded, earned or paid for services rendered to us during the years ended June 30, 2023 and 2022 by our “named executive officers,” consisting of (i) each individual serving as principal executive officer, and (ii) our Chief Financial Officer/Chief Operating Officer, our other executive officer.

 

		Year			Salary				Bonus				Stock Awards (1)				Warrant Awards				Non-Equity Incentive Plan Compen- sation				Changes in Pension Value and Non-Qualified Deferred Compen- sation				All Other Compen- sation				Totals
Naum Voloshin		2023			$	203,140			$	–			$	–			$	–			$	–			$	–			$	–			$	203,140
Principal Executive & Principal Accounting Officer		2022			$	207,746			$	–			$	200,000			$	–			$	–			$	–			$	–			$	407,746
James W. Creamer Chief Financial Officer (1)		2023			$	32,645			$	–			$	–			$	–			$	–			$	–			$	–			$	32,645

 

(1)

Mr. Creamer was named the Company’s Chief Financial Officer on October 21, 2022 and resigned from that position on September 14, 2023. Mr. Creamer continues to offer consulting services to the Company but is no longer an officer.

 

Outstanding Equity Awards at Fiscal Year-End

 

The table below reflects all outstanding equity awards made to each of the named executive officers that are outstanding as of June 30, 2023.

  

Restricted Stock Awards

Name

Restricted Stock grant date

Number of securities Underlying Restricted Stock Awards # Exercisable

Number of securities Underlying Restricted Stock Awards # Unexercisable

Restricted Stock Awards Grant Price

Naum Voloshin

6/21/2022

4,000,000

–

0.05

Principal Accounting Officer

 

The fair value of each restricted stock grant is the market value of the stock on the grant date.

 

 

 

 

Employment Agreements

 

Our executive officers work as at-will employees.

 

Code Section 162(m) Provisions

 

Section 162(m) of the U.S. Internal Revenue Code, or the Code, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer or any of the four most highly compensated officers. Performance-based compensation arrangements may qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). Although we consider the impact of this rule when developing and implementing our executive compensation programs, we believe it is important to preserve flexibility in designing compensation programs. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Code. While our stock options are intended to qualify as “performance-based compensation” (as defined by the Code), amounts paid under our other compensation programs may not qualify as such. 

  

2023 Director Compensation

 

The following table sets forth information for the fiscal year ended June 30, 2023 regarding the compensation of our directors who at June 30, 2023 were not also named executive officers.

 

Fees

Non-equity

Earned

inventive

Non-qualified

or paid

Stock

Option

plan

deferred

All other

in cash

Awards

Awards

compensation

compensation

compensation

Total

Name

($)

($)

($)

($)

Earnings

($)

($)

James Fuller (1)

$

–

$

–

$

–

$

–

$

–

$

–

$

–

Jerry Bailey

$

–

$

–

$

–

$

–

$

–

$

–

$

–

Peter Christos

$

–

$

–

$

–

$

–

$

–

$

–

$

–

 

As of June 30, 2022, the following table sets forth the number of aggregate outstanding option awards held by each of our directors who were not also named executive officers:

 

			Aggregate
			Number of
Name			Option Awards
			–

 

 

 

 

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

 

The following table provides information regarding the beneficial ownership of our common stock as of September 26, 2023, (the “Evaluation Date”) by: (i) each of our current directors, (ii) each of our named executive officers, and (iii) all such directors and executive officers as a group. We know of no other person or group of affiliated persons who beneficially own more than five percent of our common stock. The table is based upon information supplied by our officers, directors and principal stockholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

 

Applicable percentages are based on 284,289,740 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of the Evaluation Date. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

  

		Amount and
		Nature of
		Beneficial				Percent of
Name of Beneficial Owner		Ownership				Class (1)
Naum Voloshin	(2)		10, 212,390				3.6%
President, Principal Executive Officer, Principal Accounting Officer and  Director
James Fuller	(3)		2,337,500				1.0%
Chairman of Audit Committee, Director
Naum Voloshin	(4)		10, 212,390				3.7%
Principal Accounting Officer
Dr. Gerald Bailey	(5)		400,000				*
Director
Directors and Officers			27,377,571				4.5%
(as a group, four individuals)

 

*	Less than 1%
(1)	Unless otherwise set forth below, the mailing address of Executive Officers, Directors and 5% or greater holders is in care of the Company.
(2)	Consists of 10,212,390 shares of common stock, including 4,000,000 restricted shares granted to Mr. Voloshin on June 21, 2022.
(3)	Consists of 837,500 shares of common stock and warrants exercisable for 1,500,000 shares of common stock, all of which are vested.
(4)	Consists of 10,212,390 shares of common stock, including 4,000,000 restricted shares granted to Mr. Voloshin on June 21, 2022.
(5)	Consists of warrants exercisable for 400,000 shares of common stock.

 

 

 

 

ITEM 13. Certain Relationships and Related Transactions

 

Certain Related Party Transactions

 

Since the beginning of our last fiscal year , there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers, holders of more than five percent of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

 

Accrued Payroll and Payroll Taxes

 

As of June 30, 2023, and 2022, the Company had accrued unpaid salaries to officers and former officers amounting to $247,000 for both periods presented.

 

Cameo USA LLC

 

In fiscal 2014, Roman Gordon, one of the Company’s shareholders and a former officer, formed a company called Cameo USA LLC (Cameo). Since its formation, Cameo has had no revenue, no operations, and has had no assets or liabilities. On June 4, 2018, Mr. Gordon contributed his 100% interest in Cameo to the Company. As Mr. Gordon had no basis in his investment in Cameo, there was no value assigned to the contribution of Cameo. Subsequent to the contribution of Cameo to the Company, Cameo was sold to Alchemy Beverages Inc.

  

Director Independence

 

As our common stock is currently traded on the OTC Bulletin Board, we are not subject to the rules of any national securities exchange which require that a majority of a listed company's directors and specified committees of the board of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this Report on Form 10-K regarding director independence, we have used the definition of "independent director" set forth in the Marketplace Rules of The NASDAQ, which defines an "independent director" generally as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these standards, we believe that James Fuller is an Independent Financial Expert.

 

ITEM 14.  Principal Accounting Fees and Services

 

Independent Registered Public Accounting Firm’s Fee Summary

 

The following table provides information regarding the fees billed to us by Weinberg & Company, P.A. for the years ended June 30, 2022 and 2021. All fees described below were approved by the Board:

 

		June 30, 2023				June 30, 2022
Audit Fees and Expenses (1)		$	87,000			$	112,000
Audit Related Fees (2)		$	–			$	–
All Other Fees		$	20,000			$	15,000

 

(1)	Audit fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services rendered for issuance of consents and assistance with review of documents filed with the SEC.
(2)	The audit related fees were for professional services rendered for additional filing for registration statements and forms with the SEC.

 

 

 

 

Pre-Approval Policies and Procedures

 

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

 

Prior to the engagement of the independent registered public accounting firm for the next year’s audit, management will submit a list of services and related fees expected to be rendered during that year for audit services, audit-related services, tax services and other fees to the Audit Committee for approval.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART IV

 

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a) The following documents are filed as part of this annual report on Form 10-K:

 

1.   Financial Statements

 

The financial statements are filed as part of this report under Item 8 “Financial Statements and Supplementary Data”.

 

2.   Financial Statement Schedules

 

All other schedules are omitted because they are not applicable or the required information is presented in the financial statements and notes thereto.

 

3.   Exhibits

 

The exhibits required by Item 601 of Regulation S-K are included in Item 15(b) below.

 

(b) - Exhibits.

 

				Incorporated by Reference
Exhibit		Filed
Number	Exhibit Description	Herewith	Form	Pd. Ending	Exhibit	Filing Date
3(i)(a)	Articles of Incorporation - original name of Bioenergy, Inc.		SB-2	N/A	3.1	October 19, 2006
3(i)(b)	Articles of Incorporation - Amended and Restated		10-Q	December 31, 2008	3.1	February 17, 2009
3(i)(c)	Articles of Incorporation - Amended and Restated		10-Q	June 30, 2009	3.1	May 14, 2009
3(i)(d)	Articles of Incorporation - Amended; increase in authorized shares		8-K	N/A	N/A	October 29, 2009
3(i)(e)	Articles of Incorporation - Certificate of Amendment; forward split		10-Q	December 31, 2009	3.1	November 16, 2009
10.1	Patent Assignment Agreement between the Company and Roman Gordon dated July 1, 2008.		8-K	June 30, 2009	10.1	May 18, 2010
10.2	Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008.		8-K	June 30, 2009	10.2	May 18, 2010
10.3	Assignment of Patent Assignment Agreement between the Company and Roman Gordon		8-K	June 30, 2009	10.3	May 18, 2010
10.4	Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky		8-K	June 30, 2009	10.4	May 18, 2010
10.5	Employment Agreement between the Company and Roman Gordon date March 17, 2008		10K/A	June 30, 2009	10.3	October 20, 2011

 

 

 

 

				Incorporated by Reference
Exhibit		Filed
Number	Exhibit Description	Herewith	Form	Pd. Ending	Exhibit	Filing Date
10.6	Employment Agreement between the Company and Igor Gorodnitsky dated March 17, 2008		10K/A	June 30, 2009	10.4	October 20, 2011
10.7	Employment Agreement with R.L. Hartshorn dated Sept. 22, 2009		10-Q	December 31, 2011	10.7	February 10, 2012
10.8	Employment and Confidentiality and Invention Assignment Agreement between the Company and Varvara Grichko dated April 30, 2008		10-Q	December 31, 2010	10.3	February 11, 2011
10.9	Board of Director Agreement - James Fuller		10-Q	December 31, 2011	10.12	October 20, 2011
10.1	Technology and License Agreement with Desmet Ballestra dated 14 May 2012		10-K	June 30, 2012	10.1	October 15, 2012
10.11	Convertible Note Payable - Prolific Group LLC - $25,000		10-Q	December 31, 2011	10.4	February 10, 2012
10.12	Convertible Note Payable - Tripod Group LLC - $30,000		10-Q	December 31, 2011	10.41	February 10, 2012
14.1	Code of Business Conduct and Ethics*		10-K	June 30, 2011	14.1	September 28, 2011
31.1	Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
31.2	Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
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)	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	X

 

*	In accordance with Regulation S-K 406 of the Securities Act of 1934, we undertake to provide to any person without charge, upon request, a copy of our “Code of Business Conduct and Ethics”. A copy may be requested by sending an email to info@cavitationtechnologies.com.

 

(c) - Financial Statement Schedules

 

See Item (a) 2 above.

 

ITEM 16. SUMMARY. FORM 10-K SUMMARY

 

Not applicable

 

 

 

 

SIGNATURES

 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED

 

SIGNATURE		TITLE		DATE
/s/ N. Voloshin		President; Member of Board of Directors		October 3, 2023
N. Voloshin		(Principal Executive Officer)
/s/ N. Voloshin		Chief Financial Officer		October 3, 2023
N. Voloshin		(Principal Financial Officer)
/s/ James Fuller		Audit Committee Chairman,		October 3, 2023
James Fuller		Independent Financial Expert
/s/ Dr. Gerald Bailey		Independent Director		October 3, 2023
Dr. Gerald Bailey
/s/ Peter N Christos		Independent Director		October 3, 2023
Peter N. Christos

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.1

 

Certification

 

I, N. Voloshin, certify that:

 

1. I have reviewed this annual report for the fiscal year ended June 30, 2023 on Form 10-K of Cavitation Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 3, 2023	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Executive Officer

 

 

Exhibit 31.2

 

Certification

 

I, N. Voloshin, certify that:

 

1. I have reviewed this annual report for the fiscal year ended June 30, 2023 on Form 10-K of Cavitation Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 3, 2023	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION

 

I, N. Voloshin, Chief Executive Officer of Cavitation Technologies, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

The Annual Report on Form 10-K of the Company for the year ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m); and

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 3, 2023	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 32.2

 

CERTIFICATION

 

I, N. Voloshin, Principal Financial Officer of Cavitation Technologies, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

The Annual Report on Form 10-K of the Company for the year ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m); and

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 3, 2023	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Principal Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.3

Cover - USD ($)	12 Months Ended
	Jun. 30, 2023	Sep. 26, 2023	Dec. 31, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Entity File Number	000-53239
Entity Registrant Name	Cavitation Technologies, Inc.
Entity Central Index Key	0001376793
Entity Tax Identification Number	20-4907818
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10019 CANOGA AVENUE
Entity Address, City or Town	CHATSWORTH
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91311
City Area Code	(818)
Local Phone Number	718-0905
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 5,395,000
Entity Common Stock, Shares Outstanding		284,289,740
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Weinberg & Company, P.A.
Auditor Location	Los Angeles, California
Auditor Firm ID	572

v3.23.3

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 18,000	$ 441,000
Accounts receivable	0	1,000
Inventory	0	48,000
Prepaid expenses	0	38,000
Total current assets	18,000	528,000
Property and equipment, net	1,000	4,000
Equity method investment	1,000	1,149,000
Operating lease right-of-use asset	113,000	180,000
Other assets	10,000	10,000
Total assets	143,000	1,871,000
Current liabilities:
Accounts payable and accrued expenses	120,000	135,000
Accrued payroll and payroll taxes – related parties	280,000	280,000
Notes payable	5,000	0
Customer advances	391,000	80,000
Operating lease liability, current portion	68,000	63,000
Total current liabilities	864,000	558,000
Notes payable, non-current	145,000	150,000
Operating lease liability, non-current portion	53,000	127,000
Total liabilities	1,062,000	835,000
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and 2022, respectively	0	0
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 and 276,698,831 shares issued and outstanding as June 30, 2023 and 2022, respectively	284,000	277,000
Additional paid-in capital	26,083,000	26,005,000
Accumulated deficit	(27,286,000)	(25,246,000)
Total stockholders' equity (deficit)	(919,000)	1,036,000
Total liabilities and stockholders' equity (deficit)	$ 143,000	$ 1,871,000

v3.23.3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	1,000,000,000	1,000,000,000
Common Stock, shares issued	284,289,740	276,698,831
Common Stock, shares outstanding	284,289,740	276,698,831

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 413,000	$ 1,619,000
Revenue – related party	20,000	46,000
Cost of revenue	(121,000)	(41,000)
Gross profit	312,000	1,624,000
General and administrative expenses	1,195,000	1,728,000
Impairment of equipment	0	178,000
Research and development expenses	3,000	17,000
Total operating expenses	1,198,000	1,923,000
Loss from operations	(886,000)	(299,000)
Other Income (Expense)
Gain on forgiveness of PPP Loan	0	104,000
Loss on settlement of liabilities	0	(371,000)
Loss from equity method investment	(1,148,000)	(48,000)
Interest expense	(6,000)	(5,000)
Other, net	(1,154,000)	(320,000)
Net loss before income taxes	(2,040,000)	(619,000)
Provision for income taxes	0	0
Net Loss	$ (2,040,000)	$ (619,000)

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.01)	$ (0.00)
Earnings Per Share, Diluted	$ (0.01)	$ (0.00)
Weighted Average Number of Shares Outstanding, Basic	281,693,701	248,736,262
Weighted Average Number of Shares Outstanding, Diluted	281,693,701	248,736,262

v3.23.3

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2021	$ 208,000	$ 24,008,000	$ (24,627,000)	$ (411,000)
Balance at beginning, shares at Jun. 30, 2021	208,267,444
Common stock issued for cash	$ 12,000	773,000		785,000
Common Stock issued for cash, shares	12,071,785
Cashless exercise of warrants	$ 34,000	(34,000)
Cashless exercise of warrants, shares	33,715,228
Cashless exercise of options	$ 6,000	(6,000)
Cashless exercise of options, shares	6,181,818
Fair value of warrants granted for services		40,000		40,000
Fair value of common stock issued upon exercise of warrants and options	$ 1,000	86,000		87,000
Fair value of common stock issued upon exercise of warrants and options, shares	778,609
Fair value of common stock issued for services	$ 5,000	220,000		225,000
Fair value of common stock issued for services, shares	4,500,000
Fair value of common stock issued to settle liabilities	$ 11,000	918,000		929,000
Fair value of common stock issued to settle liabilities, shares	11,183,947
Net loss			(619,000)	(619,000)
Ending balance, value at Jun. 30, 2022	$ 277,000	26,005,000	(25,246,000)	1,036,000
Balance at ending, shares at Jun. 30, 2022	276,698,831
Cashless exercise of warrants	$ 4,000	(4,000)
Cashless exercise of warrants, shares	4,090,909
Fair value of common stock issued for services	$ 3,000	82,000		85,000
Fair value of common stock issued for services, shares	3,500,000
Net loss			(2,040,000)	(2,040,000)
Ending balance, value at Jun. 30, 2023	$ 284,000	$ 26,083,000	$ (27,286,000)	$ (919,000)
Balance at ending, shares at Jun. 30, 2023	284,289,740

v3.23.3

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (2,040,000)	$ (619,000)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation	3,000	0
Fair value of common stock issued upon exercise of warrants and options	0	87,000
Fair value of warrants granted for services	0	40,000
Fair value of common stock issued for services	85,000	225,000
Gain on forgiveness of PPP note payable	0	(104,000)
Loss on settlement of liabilities	0	371,000
Impairment of equipment	0	178,000
Inventory reserve	48,000	0
Loss from equity method investment	1,148,000	48,000
Distribution from equity method investment	0	26,000
Effect of changes in:
Accounts receivable	1,000	5,000
Inventory	0	(23,000)
Prepaid expenses	38,000	(38,000)
Operating lease right-of-use assets	67,000	65,000
Accounts payable and accrued expenses	(15,000)	(3,000)
Accrued payroll and payroll taxes – related parties	0	(33,000)
Related party payable	0	(1,000)
Customer advances	311,000	(647,000)
Operating lease liabilities	(69,000)	(61,000)
Net cash used in operating activities	(423,000)	(484,000)
Investing activities:
Capital contribution to equity investment	0	(1,223,000)
Cash used in investing activities	0	(1,223,000)
Financing activities:
Proceeds from sale of common stock	0	785,000
Cash generated from financing activities	0	785,000
Net decrease in cash and cash equivalents	(423,000)	(922,000)
Cash and cash equivalents, beginning of period	441,000	1,363,000
Cash and cash equivalents, end of period	18,000	441,000
Supplemental disclosures of cash flow information:
Cash paid for interest	3,000	0
Cash paid for income taxes	0	0
Liabilities settled with common stock	$ 0	$ 558,000

v3.23.3

Organization and Summary of Significant Accounting Policies	12 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Note 1 – Organization and Summary of Significant Accounting Policies   Cavitation Technologies, Inc. (“the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated in January 2007 under the name Bio Energy, Inc. The Company has developed, patented, and commercialized proprietary technology used in our Nano Reactor® and LPN™ liquid processing applications.   Going Concern   The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, during the year ended June 30, 2023, the Company incurred a net loss of $2,040,000, used cash in operating activities of $423,000 and had a stockholders’ deficit of $919,000 as of June 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from an inability of the Company to continue as a going concern.   As of June 30, 2023, the Company has cash in the amount of $18,000. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management’s plan is to increase revenues by continuing to license its technology globally. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company believes it has enough cash to sustain operations through December, 2023.   The Company may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company’s needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations.   During the year ended June 30, 2023, the COVID-19 pandemic did not have a material net impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.   Principles of Consolidation   The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.   Use of Estimates   The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for inventory obsolescence, valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates.   Revenue Recognition   The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer.   Cash and Cash Equivalents   The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At June 30, 2023 and 2022, the Company had no cash equivalents.   The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.   As of June 30, 2023, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.    Accounts Receivable   Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2023 and 2022, management determined no reserve for uncollectible accounts receivable was necessary.   Inventory   Inventory is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis. Inventory is composed of finished goods and represents costs incurred to manufacture the Company’s Nano Reactor® systems and LPN™. During the year ended June 30, 2023, the Company recorded a reserve in the amount of $48,000 against inventory which it determined was no longer sellable. There was no inventory balance as of June 30, 2023.    Property and Equipment   Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations.   Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives. Property and equipment useful life     Leasehold improvements   Shorter of the life of the asset or lease term Furniture   5-7 Years Office equipment   5 Years Lab equipment   4 Years Skid systems   4 Years   Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.   Equity Method Investment   The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023 and as such, recorded an impairment charge of $1,112,000. As of June 30, 2023, the remaining value of its investments was $1,000.   Income Taxes   The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.    Leases   The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 3).   Fair Value Measurement   FASB ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.   In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:    Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.   Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.   Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.   As of June 30, 2023, and 2022, the carrying value of certain accounts such as accounts receivable, inventory, accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments.   Share-Based Compensation   We periodically issue stock options, warrants and common stock to employees and non-employees for services and capital raising transactions. We account for share-based payments under the guidance of FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.   Under ASC 718, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.    Advertising Costs   Advertising costs, including marketing expense, incurred in the normal course of operations are expensed as incurred. Advertising expenses amounted to $44,000 and $106,000 for the years ended June 30, 2023 and 2022 respectively and was reported as part of General and administrative expenses in the accompanying Consolidated Statements of Operations.   Research and Development Costs   Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended June 30, 2023 and 2022 amounted to $3,000 and $17,000, respectively.   Warranty Policy   The Company provides a limited warranty with every set of reactors sold, typically 2 to 5 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at June 30, 2023 and 2022.    Net (Loss) Per Share   The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, 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 then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants were exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.   There were no adjustments to net (loss) required for purposes of computing diluted earnings per share. At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive. Schedule of antidilutive shares                 June 30, 2023     June 30, 2022   Options     –       1,250,000   Warrants     53,657,234       61,427,834     Concentrations   During the year ended June 30, 2023, we recorded 95% of our revenue from Desmet Ballestra (Desmet) and 5% from Enviro Watertek, LLC (EW) (see Note 2).   During the year ended June 30, 2022, we recorded 97% of our revenue from Desmet and 3% from EW (see Note 2).    At June 30, 2023 and 2022, 0% and 100%, respectively, of accounts receivable were due from EW.   Segments   The Company operates in one segment for the development and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services and major customers. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.   Recent Accounting Pronouncements   In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.   Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

v3.23.3

Contracts with Desmet Ballestra	12 Months Ended
	Jun. 30, 2023
Contracts With Desmet Ballestra
Contracts with Desmet Ballestra	Note 2 – Contracts with Desmet Ballestra   The Company has the following agreements with Desmet Ballestra (Desmet), a company located in Europe:       October 2018 Agreement. The Company signed a three-year global Research and Development (R&D), Marketing and Technology License Agreement with Desmet for the sale and licensing of the Company’s reactors. This agreement was a continuation of an original agreement the Company signed with Desmet in fiscal 2012 and amended in fiscal 2016.           As part of the October 2018 agreement, Desmet provided the Company monthly advances of $50,000 through October 1, 2021, to be applied against the Company’s gross profit share from future sales. In accordance with ASC 606, the Company determined that the gross profit to be earned from Desmet was a variable consideration and evaluated the amount of the potential payments and the likelihood that the payments would be received using the most likely amount approach (subject to the variable consideration constraint). Estimates were available from our distributor which were considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as variable revenue constraints, and as such, the amount of gross profit share revenue recognized was limited to the actual amount of cash received under the contract which the Company had determined was not refundable and probable that a significant revenue reversal would not occur. Further, the Company had not been able to develop an expectation of the actual collection based on its historical experience. The Company also had no control with regards to the sale and installation of Nano Reactor® and CTi Nano Neutralization® System, between Desmet and the end customer. This agreement expired in October 2021 and was replaced by the October 2021 agreement, for which, the Company is no longer entitled to revenue from a share of gross profit to be earned from distributors.           In October 2021, the Company executed a three-year agreement with Desmet that is a continuation of the October 2018 agreement. In accordance with ASC 606, the Company recognizes revenue from the sale of reactors at the time of shipment of the Nano reactor hardware as shipment is deemed to be the Company’s only performance obligation and the Company had no more continuing obligation other than the reactor’s two-year standard warranty. Desmet pays for such reactors on credit terms and the amount of a sale is recorded as a receivable upon acceptance by Desmet. In addition, Desmet agreed to provide the Company monthly advances, subject to certain limitations, of $40,000 through October 1, 2024 to be applied against future sales of reactors.   During the year ended June 30, 2023, the Company recorded sales of $413,000 from Nano Reactor® sales from Desmet.   During the year ended June 30, 2022, the Company recorded sales of $592,000 from Nano Reactor® sales from Desmet, and $1,027,000 from gross profit share for a total revenue of $1,619,000 from Desmet.   As part of the Company’s agreement with Desmet, the Company receives cash advances from Desmet for the Company’s share in gross profit from the sale of reactors as well as advance payment for the sale of reactors. The Company initially records the advances received as “customer advances” a liability account, until such time revenue recognition is met. As of June 30, 2021, outstanding balance of customer advances amounted to $727,000.   During the year ended June 30, 2022, advances received from Desmet amounted to $972,000 and revenues totaled $1,619,000. As of June 30, 2022, outstanding advances from Desmet amounted to $80,000.   During the year ended June 30, 2023, advances received from Desmet amounted to $724,000 and revenues totaled $413,000. As of June 30, 2023, outstanding advances from Desmet amounted to $391,000.

v3.23.3

Investment in Equity Method Investments	12 Months Ended
	Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Investment in Equity Method Investments	Note 3 - Investment in Equity Method Investments   In April 2019, the Company and an unrelated entity, Delaware Water Company, LLC (Delaware) formed a limited liability company called Enviro WaterTek LLC (“Enviro”). Enviro is owned 50% by the Company and 50% by Delaware, and the Company accounts for its investment in Enviro under the equity method in accordance with ASC 323 as the Company’s investments in Enviro, an unconsolidated entity and for which it has the ability to exercise significant influence but not control. From inception up to June 30, 2023, Enviro had no operations.   In September 2021, the Company and Delaware entered into a separate agreement under Enviro for a specific project (referred to as “Ameredev”). Delaware has certain contracts in place to provide recycled water to operators of certain active oil and gas wells. Under the agreement, the Company contributed $1.2 million that was used by Ameredev to increase the capacity of certain pipelines and water treatment facilities operated by Delaware. Pursuant to the agreement, for each barrel of recycled water that Ameredev sells, Delaware will receive $0.10 per barrel, and the Company will receive $0.05 per barrel (referred to as usage fees), with the balance of net income (loss) from Ameredev being allocated 70% to Delaware and 30% to the Company. The Ameredev agreement will terminate the earlier of three years (unless extended by unanimous agreement of the Board and Members of Ameredev) from the date of the agreement or by unanimous agreement of the Board and Members of Ameredev.   During the year ended June 30, 2022, the Company recorded total revenues from Ameredev of $46,000, made up of $33,000 from the sale of reactors, and $13,000 from usage fees. During the year ended June 30, 2022, the Company recognized a loss of $48,000 related to the equity method investment. As of June 30, 2022, balance of equity method investment amounted to $1,149,000.   During the year ended June 30, 2023, the Company recorded total revenues from Ameredev of $20,000 from usage fees. In addition, the Company also recorded a loss from equity method investment of $36,000 to account for the Company’s 30% share in the net loss of Ameredev.   Based upon the operations of Ameredev and the facts and circumstance of the industry it operates, due to a number of factors, Management has concluded that it was no longer possible to determine reasonable and objectively supportable projections and estimates with regards to the recoverability of the equity method investment. As such, at June 30, 2023, the Company determined the equity method investment was impaired and recorded an additional $1,112,000 in loss to its investment. Total loss from equity method investment for the year ended June 30, 2023 was $1,148,000.   The following table summarizes the activity of the Company’s equity method investment: Investment in equity method investment                     Equity Method Investment   Balance at June 30, 2021   $ –   Contributions to equity method investment     1,223,000   Loss from Company’s 30% share in the net loss of Ameredev     (48,000 ) Distribution from equity method investment     (26,000 ) Balance at June 30, 2022     1,149,000   Loss from Company’s 30% share in the net loss of Ameredev     (36,000 ) Impairment of equity method investment     (1,112,000 ) Distribution from equity method investment     –   Balance at June 30, 2023   $ 1,000

v3.23.3

Operating Lease	12 Months Ended
	Jun. 30, 2023
Operating Lease
Operating Lease	Note 4 – Operating Lease   The Company leases certain warehouse and corporate office space under an operating lease agreement. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets.   Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.   The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Lease cost tables                 June 30,     June 30,       2023     2022                 Lease costs:                 Operating lease (included in general and administrative in the Company’s consolidated statement of operations)   $ 76,000     $ 78,000                     Other information:                 Cash paid for amounts included in the measurement of lease liabilities   $ 72,000     $ 72,000                     Weighted average remaining lease term – operating leases (in years)     1.6       2.6   Average discount rate – operating leases     4%       4%                     The supplemental balance sheet information related to leases for the period is as follows:                 Long-term right-of-use assets   $ 113,000     $ 180,000                     Short-term operating lease liabilities   $ 68,000     $ 63,000   Long-term operating lease liabilities     53,000       127,000   Total operating lease liabilities   $ 121,000     $ 190,000      Supplemental cash flow information related to the lease liabilities are as follows: Schedule of lease liability maturities           Operating   Year Ending June 30:   Lease   2024   $ 78,000   2025     53,000   Total lease payments     131,000   Less: Imputed interest/present value     (10,000 ) Present value of lease liabilities   $ 121,000

v3.23.3

Property and Equipment	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5 - Property and Equipment   Property and equipment consist of the following as of June 30, 2022 and 2021: Schedule of property and equipment                 June 30,     June 30,       2023     2022                 Leasehold improvement   $ 2,000     $ 2,000   Furniture     27,000       27,000   Office equipment     2,000       2,000   Equipment     306,000       306,000   Systems     187,000       187,000         524,000       524,000   Less: accumulated depreciation and amortization     (523,000 )     (520,000 ) Property and equipment, net   $ 1,000     $ 4,000     Depreciation expense for the years ended June 30, 2023 and 2022 amounted to $3,000 and $0, respectively and was recorded as part of General and Administrative expenses in the accompanying Consolidated Statements of Operations.   In June 2022, the Company determined to cease further development and construction of certain testing equipment and a result, the Company wrote-down certain capitalized equipment costs of $178,000.

v3.23.3

Related Party Transactions	12 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions   At June 30, 2021, accrued salaries and estimated payroll taxes due to current and former officers of the Company totaled $667,000. During the year ended June 30, 2022, the Company paid $27,000 of accrued payroll expenses, reduced estimated payroll taxes by $44,000, and transferred $316,000 to an unrelated party, which was subsequently settled through the issuance of 6,855,700 shares of common stock (see Note 8). As of June 30, 2023 and 2022, the outstanding balance of accrued payroll and payroll taxes-related parties totaled $280,000 for both periods presented.

v3.23.3

Notes Payable	12 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes Payable	Note 7 – Notes Payable Schedule of notes payable                 June 30,     June 30,       2022     2022                 A.      Note Payable - PPP#2   $ –     $ –   B.      Note Payable - EIDL     150,000       150,000   Total   $ 150,000     $ 150,000       A. On March 26, 2021, the Company was granted a of $104,000 (PPP #2) pursuant to the PPP that was scheduled to mature in March 2026. PPP #2 loan had an interest rate of 1% per annum, was unsecured, and guaranteed by the Small Business Administration (the “SBA”). In July 2021, the SBA approved the forgiveness of PPP #2 loan of $104,000, and we recognized a gain on extinguishment of PPP #2 loan of $104,000 during the year ended June 30, 2022.         B. In July 2020, the Company received a loan of $150,000 from the SBA under its Economic Injury Disaster Loan (EIDL) assistance program. The EIDL loan is payable over 30 years, bears interest at a rate of 3.75% per annum and secured by all tangible and intangible property of the Company. As of June 30, 2021 and 2022, the outstanding balance of the note payable was $150,000, respectively.           Pursuant to the terms of the SBA EIDL loan agreement, the Company is required to make monthly installment payments of approximately $700 starting in July 2021. However, the Company was not able to pay the required monthly installment due from July 2021 to April 2023.           In May 2023, the Company was able to cure the payment delay with the SBA. As a result, the Company paid a total of $3,000 which was first applied as a partial payment to accrued interest of approximately $14,000. In addition, the Company also started paying the monthly installment of $700 in July, 2023. This payment and any additional payments will be applied as a partial payment to accrued interest until the Company becomes current with the interest due. This is pursuant to the instruction of the SBA.           As of June 30, 2023, the outstanding loan balance of the loan amounted to $150,000 and accrued interest of $14,000 which is reported as part of Accounts Payable and Accrued Expenses in the accompanying Balance Sheet.

v3.23.3

Stockholders’ Equity (Deficit)	12 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders’ Equity (Deficit)	Note 8 - Stockholders’ Equity (Deficit)   Preferred Stock   On March 17, 2009, the Company filed an Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock. The total number of shares of Common Stock which this corporation has authority to issue is 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001. As of June 30, 2023, and 2022, there are no shares of Series A or Series B Preferred Stock issued and outstanding.    Common Stock   Year Ending June 30, 2023   During the year ended June 30, 2023, the Company issued 3,500,000 shares of common stock with a fair value of $85,000 for services provided to the Company. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreement related to the issuance.   Year Ending June 30, 2022   During the year ended June 30, 2022, the Company issued 12,071,785 shares of common stock and 12,071,785 fully vested warrant to purchase common stock over a period of 5 years with an exercise price of $0.09 per share in exchange for net cash proceeds of $785,000.   During the year ended June 30, 2022, the Company issued 33,715,228 shares of common stock to warrant holders who exercised their 50,110,000 warrants on a cashless basis.   During the year ended June 30, 2022, the Company issued 6,181,818 shares of common stock to option holders who exercised their 8,500,000 options on a cashless basis.   During the year ended June 30, 2022, the Company issued 778,609 shares of common stock with a fair value of $87,000 to the warrant and option holders who exercised their cashless exercise options above. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the shares were issued.   During the year ended June 30, 2022, the Company issued 4,500,000 shares of common stock to consultants and employees valued at $225,000 for services rendered. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreement related to the issuance.   During the year ended June 30, 2022, the Company issued 6,855,700 shares of common stock with a fair value of $718,000 to settle $316,000 of liabilities related to former accrued payroll (see Note 6) and $31,000 of additional liabilities. A loss on settlement of $371,000 was recognized. In addition, during the year ended June 30, 2022, the Company issued 4,328,247 shares of common stock with a fair value of valued at $211,000 to settle outstanding liabilities of $211,000. These shares of common stock were valued based on the closing price of the Company’s common stock on the date the Company entered into the agreements related to such issuance.   Stock Options   The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non-plan grants. A summary of the stock option activity from June 30, 2023 and 2022 is as follows: Schedule of stock option activity                       Options     Weighted Average Exercise Price     Weighted- Average Remaining Contractual Life (Years)                       Outstanding at June 30, 2021     11,000,000     $ 0.03       6.07   - Granted     –       –       –   - Forfeited     –       –       –   - Exercised     (8,500,000 )     0.03       6.07   - Expired     (1,250,000 )     0.03       –   Outstanding at June 30, 2022     1,250,000     $ 0.03       0.43   - Granted     –       –       –   - Forfeited     –       –       –   - Exercised     –       –       –   - Expired     (1,250,000 )     0.03       –   Outstanding at June 30, 2023     –     $ –       –     Warrants   A summary of the Company’s warrant activity and related information from as of June 30, 2023 and 2022 is as follows.  Schedule of warrant activity                             Warrants     Weighted- Average Exercise Price     Weighted- Average Remaining Contractual Life (Years)                       Outstanding at June 30, 2021     98,966,049     $ 0.07       4.49   - Granted     12,571,785       0.09       5.00   - Exercised     (50,110,000 )     –       –   - Expired     –       –       –   Outstanding at June 30, 2022     61,427,834       0.09       2.81   - Granted     –       –       –   - Exercised     (7,500,000 )      0.05       –   - Expired     (270,600 )     0.05       –   Outstanding at June, 2023 vested and exercisable     53,657,234     $ 0.09       2.18     There was no intrinsic value of the outstanding warrants as of June 30, 2023, as the exercise price of these warrants were greater than the market price. The following table summarizes additional information concerning warrants outstanding and exercisable at June 30, 2023. Schedule of warrants outstanding and exercisable                                       Warrants Outstanding     Warrants Exercisable               Weighted     Weighted           Weighted               Average     Average           Average   Exercise     Number     Remaining     Exercise     Number     Remaining   Price     of Shares     Life (Years)     Price     of Shares     Life (Years)                                     $ 0.03 - 0.04       10,855,918       3.30     $ 0.03       10,855,918       3.30   $ 0.09       23,841,323       3.01     $ 0.09       23,841,323       3.01   $ 0.12       18,959,993       0.49     $ 0.12       18,959,993       0.49             53,657,234                       53,657,234             Year Ending June 30, 2023   During the year ended June 30, 2023, the Company issued 4,090,909 shares of common stock upon cashless exercise of 7,500,000 warrants.   Year Ending June 30, 2022   During the year ended June 30, 2022, the Company granted warrants to purchase 12,071,785 shares of common stock in relation to the issuance of common stock (see Common Stock above).   On August 1, 2021, the Company granted a service provider a warrant exercisable for 500,000 shares of common stock at an exercise price of $0.09 per share, these warrants were valued at $40,000.   The fair value of the warrant awards was estimated using the Black-Scholes method based on the following weighted-average assumptions: Schedule of assumptions           June 30,       2022           Risk-free interest rate     0.66%   Contractual terms (years)     5 years   Expected volatility     258%   Expected dividend yield     0%     The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the warrants; the contractual terms represents full contractual term the warrants; expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

v3.23.3

Income Taxes	12 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 - Income Taxes   For the years ended June 30, 2023 and 2022, the Company recorded no provision for income taxes due to the Company’s taxable net loss position and available Federal and State net operating loss (NOL) carryforwards that are available to reduce taxable income.   A reconciliation of the effective income tax to statutory US federal income tax is as follows: Income Tax Provision                 June 30,     June 30,       2023     2022   Federal statutory rate     (21)%       (21)%   State income taxes, net of Federal benefit     (7)%       (7)%   Valuation allowance     28%       28%   Income tax provision     –       –     Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets are presented below.   At June 30, 2023, the Company had available Federal NOL carryforwards of approximately $12.5 million that are available to reduce future taxable income. The Federal NOL carry forward expires through 2037. The NOLs are subject to statutory limitations under Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carry forwards.   During the year ended June 30, 2023 and 2022, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards due to recurring operating losses. Based on their valuation, the Company determined that the net deferred tax assets, do not meet the requirements to realize, and as such, the Company has provided a full valuation allowance against them.   At June 30, 2023 and 2022, significant component of the Company’s deferred tax assets and liabilities are as follows: Schedule of deferred tax assets                 June 30,     June 30,       2023     2022   Net Operating loss carryforwards   $ 3,505,000     $ 3,063,000   Stock compensation expense     962,000       938,000   Total net deferred tax assets     4,467,000       4,001,000   Less valuation discount     (4,467,000 )     (4,001,000 ) Net deferred tax assets   $ –     $ –     Accounting rules prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid.    The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

v3.23.3

Commitments and Contingencies	12 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies   Royalty Agreements   On July 1, 2008, the Company’s wholly owned subsidiary entered into Patent Assignment Agreements with two parties, its President as well as its former Chief Executive Officer (CEO) and current Technology Senior Manager, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/ current Technology Senior Manager have been assigned to the Company. In exchange, the Company agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/ current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assigned to Cavitation Technologies on May 13, 2010. The Company’s former CEO/ current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through June 30, 2023 and 2022.   On April 30, 2008 (as amended November 22, 2010), the Company’s wholly owned subsidiary entered into an employment agreement with the Director of Chemical and Analytical Department (the “Inventor”) providing that the Inventor shall receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of June 30, 2023, and 2022 no patents have been granted in which this person is the legally named inventor.

v3.23.3

Organization and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Going Concern   The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, during the year ended June 30, 2023, the Company incurred a net loss of $2,040,000, used cash in operating activities of $423,000 and had a stockholders’ deficit of $919,000 as of June 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from an inability of the Company to continue as a going concern.   As of June 30, 2023, the Company has cash in the amount of $18,000. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management’s plan is to increase revenues by continuing to license its technology globally. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company believes it has enough cash to sustain operations through December, 2023.   The Company may also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company’s needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations.   During the year ended June 30, 2023, the COVID-19 pandemic did not have a material net impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.
Principles of Consolidation	Principles of Consolidation   The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates   The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for inventory obsolescence, valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates.
Revenue Recognition	Revenue Recognition   The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At June 30, 2023 and 2022, the Company had no cash equivalents.   The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.   As of June 30, 2023, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.
Accounts Receivable	Accounts Receivable   Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2023 and 2022, management determined no reserve for uncollectible accounts receivable was necessary.
Inventory	Inventory   Inventory is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis. Inventory is composed of finished goods and represents costs incurred to manufacture the Company’s Nano Reactor® systems and LPN™. During the year ended June 30, 2023, the Company recorded a reserve in the amount of $48,000 against inventory which it determined was no longer sellable. There was no inventory balance as of June 30, 2023.
Property and Equipment	Property and Equipment   Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations.   Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives. Property and equipment useful life     Leasehold improvements   Shorter of the life of the asset or lease term Furniture   5-7 Years Office equipment   5 Years Lab equipment   4 Years Skid systems   4 Years   Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.
Equity Method Investment	Equity Method Investment   The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023 and as such, recorded an impairment charge of $1,112,000. As of June 30, 2023, the remaining value of its investments was $1,000.
Income Taxes	Income Taxes   The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
Leases	Leases   The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 3).
Fair Value Measurement	Fair Value Measurement   FASB ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.   In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:    Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.   Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.   Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.   As of June 30, 2023, and 2022, the carrying value of certain accounts such as accounts receivable, inventory, accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments.
Share-Based Compensation	Share-Based Compensation   We periodically issue stock options, warrants and common stock to employees and non-employees for services and capital raising transactions. We account for share-based payments under the guidance of FASB ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.   Under ASC 718, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.
Advertising Costs	Advertising Costs   Advertising costs, including marketing expense, incurred in the normal course of operations are expensed as incurred. Advertising expenses amounted to $44,000 and $106,000 for the years ended June 30, 2023 and 2022 respectively and was reported as part of General and administrative expenses in the accompanying Consolidated Statements of Operations.
Research and Development Costs	Research and Development Costs   Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended June 30, 2023 and 2022 amounted to $3,000 and $17,000, respectively.
Warranty Policy	Warranty Policy   The Company provides a limited warranty with every set of reactors sold, typically 2 to 5 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at June 30, 2023 and 2022.
Net (Loss) Per Share	Net (Loss) Per Share   The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, 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 then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants were exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.   There were no adjustments to net (loss) required for purposes of computing diluted earnings per share. At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive. Schedule of antidilutive shares                 June 30, 2023     June 30, 2022   Options     –       1,250,000   Warrants     53,657,234       61,427,834
Concentrations	Concentrations   During the year ended June 30, 2023, we recorded 95% of our revenue from Desmet Ballestra (Desmet) and 5% from Enviro Watertek, LLC (EW) (see Note 2).   During the year ended June 30, 2022, we recorded 97% of our revenue from Desmet and 3% from EW (see Note 2).    At June 30, 2023 and 2022, 0% and 100%, respectively, of accounts receivable were due from EW.
Segments	Segments   The Company operates in one segment for the development and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services and major customers. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.   Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

v3.23.3

Organization and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property and equipment useful life	Property and equipment useful life     Leasehold improvements   Shorter of the life of the asset or lease term Furniture   5-7 Years Office equipment   5 Years Lab equipment   4 Years Skid systems   4 Years
Schedule of antidilutive shares	Schedule of antidilutive shares                 June 30, 2023     June 30, 2022   Options     –       1,250,000   Warrants     53,657,234       61,427,834

v3.23.3

Investment in Equity Method Investments (Tables)	12 Months Ended
	Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Investment in equity method investment	Investment in equity method investment                     Equity Method Investment   Balance at June 30, 2021   $ –   Contributions to equity method investment     1,223,000   Loss from Company’s 30% share in the net loss of Ameredev     (48,000 ) Distribution from equity method investment     (26,000 ) Balance at June 30, 2022     1,149,000   Loss from Company’s 30% share in the net loss of Ameredev     (36,000 ) Impairment of equity method investment     (1,112,000 ) Distribution from equity method investment     –   Balance at June 30, 2023   $ 1,000

v3.23.3

Operating Lease (Tables)	12 Months Ended
	Jun. 30, 2023
Operating Lease
Lease cost tables	Lease cost tables                 June 30,     June 30,       2023     2022                 Lease costs:                 Operating lease (included in general and administrative in the Company’s consolidated statement of operations)   $ 76,000     $ 78,000                     Other information:                 Cash paid for amounts included in the measurement of lease liabilities   $ 72,000     $ 72,000                     Weighted average remaining lease term – operating leases (in years)     1.6       2.6   Average discount rate – operating leases     4%       4%                     The supplemental balance sheet information related to leases for the period is as follows:                 Long-term right-of-use assets   $ 113,000     $ 180,000                     Short-term operating lease liabilities   $ 68,000     $ 63,000   Long-term operating lease liabilities     53,000       127,000   Total operating lease liabilities   $ 121,000     $ 190,000
Schedule of lease liability maturities	Schedule of lease liability maturities           Operating   Year Ending June 30:   Lease   2024   $ 78,000   2025     53,000   Total lease payments     131,000   Less: Imputed interest/present value     (10,000 ) Present value of lease liabilities   $ 121,000

v3.23.3

Property and Equipment (Tables)	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment                 June 30,     June 30,       2023     2022                 Leasehold improvement   $ 2,000     $ 2,000   Furniture     27,000       27,000   Office equipment     2,000       2,000   Equipment     306,000       306,000   Systems     187,000       187,000         524,000       524,000   Less: accumulated depreciation and amortization     (523,000 )     (520,000 ) Property and equipment, net   $ 1,000     $ 4,000

v3.23.3

Notes Payable (Tables)	12 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                 June 30,     June 30,       2022     2022                 A.      Note Payable - PPP#2   $ –     $ –   B.      Note Payable - EIDL     150,000       150,000   Total   $ 150,000     $ 150,000

v3.23.3

Stockholders’ Equity (Deficit) (Tables)	12 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of stock option activity	Schedule of stock option activity                       Options     Weighted Average Exercise Price     Weighted- Average Remaining Contractual Life (Years)                       Outstanding at June 30, 2021     11,000,000     $ 0.03       6.07   - Granted     –       –       –   - Forfeited     –       –       –   - Exercised     (8,500,000 )     0.03       6.07   - Expired     (1,250,000 )     0.03       –   Outstanding at June 30, 2022     1,250,000     $ 0.03       0.43   - Granted     –       –       –   - Forfeited     –       –       –   - Exercised     –       –       –   - Expired     (1,250,000 )     0.03       –   Outstanding at June 30, 2023     –     $ –       –
Schedule of warrant activity	Schedule of warrant activity                             Warrants     Weighted- Average Exercise Price     Weighted- Average Remaining Contractual Life (Years)                       Outstanding at June 30, 2021     98,966,049     $ 0.07       4.49   - Granted     12,571,785       0.09       5.00   - Exercised     (50,110,000 )     –       –   - Expired     –       –       –   Outstanding at June 30, 2022     61,427,834       0.09       2.81   - Granted     –       –       –   - Exercised     (7,500,000 )      0.05       –   - Expired     (270,600 )     0.05       –   Outstanding at June, 2023 vested and exercisable     53,657,234     $ 0.09       2.18
Schedule of warrants outstanding and exercisable	Schedule of warrants outstanding and exercisable                                       Warrants Outstanding     Warrants Exercisable               Weighted     Weighted           Weighted               Average     Average           Average   Exercise     Number     Remaining     Exercise     Number     Remaining   Price     of Shares     Life (Years)     Price     of Shares     Life (Years)                                     $ 0.03 - 0.04       10,855,918       3.30     $ 0.03       10,855,918       3.30   $ 0.09       23,841,323       3.01     $ 0.09       23,841,323       3.01   $ 0.12       18,959,993       0.49     $ 0.12       18,959,993       0.49             53,657,234                       53,657,234
Schedule of assumptions	Schedule of assumptions           June 30,       2022           Risk-free interest rate     0.66%   Contractual terms (years)     5 years   Expected volatility     258%   Expected dividend yield     0%

v3.23.3

Income Taxes (Tables)	12 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Tax Provision	Income Tax Provision                 June 30,     June 30,       2023     2022   Federal statutory rate     (21)%       (21)%   State income taxes, net of Federal benefit     (7)%       (7)%   Valuation allowance     28%       28%   Income tax provision     –       –
Schedule of deferred tax assets	Schedule of deferred tax assets                 June 30,     June 30,       2023     2022   Net Operating loss carryforwards   $ 3,505,000     $ 3,063,000   Stock compensation expense     962,000       938,000   Total net deferred tax assets     4,467,000       4,001,000   Less valuation discount     (4,467,000 )     (4,001,000 ) Net deferred tax assets   $ –     $ –

v3.23.3

Organization and Summary of Significant Accounting Policies (Details- Property and Equipment)	12 Months Ended
	Jun. 30, 2023
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	Shorter of the life of the asset or lease term
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5-7 Years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 Years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	4 Years
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	4 Years

v3.23.3

Organization and Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	1,250,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	53,657,234	61,427,834

v3.23.3

Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Product Information [Line Items]
Net Income (Loss) Attributable to Parent	$ 2,040,000	$ 619,000
Cash used in operating activities	423,000	484,000
Cash used in operating activities	919,000	(1,036,000)	$ 411,000
Cash	18,000
Cash and cash equivalents	0	0
Inventory Valuation Reserves	48,000
Inventory, Net	0	48,000
Write-down of investment	1,112,000
Write-down of investment	1,000	1,149,000
Advertising expense	44,000	106,000
Research and development expense	3,000	17,000
Warranty accrual	$ 0	$ 0
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Desmet Ballestra [Member]
Product Information [Line Items]
Concentration risk percentage	95.00%	97.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | E W [Member]
Product Information [Line Items]
Concentration risk percentage	5.00%	3.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | E W [Member]
Product Information [Line Items]
Concentration risk percentage	0.00%	100.00%

v3.23.3

Contracts with Desmet Ballestra (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Customer advances received	$ 413,000	$ 1,619,000
Desmet Ballestra [Member]
Revenues	413,000	1,619,000
Contract with Customer, Liability	391,000	80,000	$ 727,000
Customer advances received	724,000	972,000
Desmet Ballestra [Member] | Nano Reactor Sales [Member]
Revenues	$ 413,000	592,000
Desmet Ballestra [Member] | Gross Profit Share [Member]
Revenues		$ 1,027,000

v3.23.3

Investment in equity method investment (Details - Rollforward) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Schedule of Investments [Line Items]
Balance at beginning of period	$ 1,149,000
Contributions to equity method investment	(0)	$ 1,223,000
Income (loss) from equity method investment	(1,148,000)	(48,000)
Distribution from equity method investment	0	(26,000)
Balance at end of period	1,000	1,149,000
Equity Method Investments [Member]
Schedule of Investments [Line Items]
Balance at beginning of period	1,149,000	0
Contributions to equity method investment	1,223,000
Income (loss) from equity method investment	(36,000)	(48,000)
Distribution from equity method investment	0	(26,000)
Impairment of Investments	(1,112,000)
Balance at end of period	$ 1,000	$ 1,149,000

v3.23.3

Investment in Equity Method Investments (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Schedule of Equity Method Investments [Line Items]
Income (Loss) from Equity Method Investments	$ 1,148,000	$ 48,000
Equity Method Investments	1,000	1,149,000
Ameredev [Member]
Schedule of Equity Method Investments [Line Items]
Income (Loss) from Equity Method Investments	1,148,000	48,000
Equity Method Investments		1,149,000
Ameredev [Member] | Annual Loss From Investment [Member]
Schedule of Equity Method Investments [Line Items]
Income (Loss) from Equity Method Investments	36,000
Ameredev [Member]
Schedule of Equity Method Investments [Line Items]
Revenues	20,000	46,000
Other than Temporary Impairment Losses, Investments	$ 1,112,000
Ameredev [Member] | Reactor Sales [Member]
Schedule of Equity Method Investments [Line Items]
Revenues		33,000
Ameredev [Member] | Usage Fees [Member]
Schedule of Equity Method Investments [Line Items]
Revenues		$ 13,000

v3.23.3

Operating Lease (Details - Lease Cost) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Lease
Operating lease (included in general and administrative in the Company's consolidated statement of operations)	$ 76,000	$ 78,000
Cash paid for amounts included in the measurement of lease liabilities	$ 72,000	$ 72,000
Weighted average remaining lease term - operating leases (in years)	1 year 7 months 6 days	2 years 7 months 6 days
Average discount rate - operating leases	4.00%	4.00%
Long-term right-of-use assets	$ 113,000	$ 180,000
Short-term operating lease liabilities	68,000	63,000
Long-term operating lease liabilities	53,000	127,000
Total operating lease liabilities	$ 121,000	$ 190,000

v3.23.3

Operating Lease (Details - Operating Lease Minimum payments) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Operating Lease
2024	$ 78,000
2025	53,000
Total lease payments	131,000
Less: Imputed interest/present value	(10,000)
Present value of lease liabilities	$ 121,000	$ 190,000

v3.23.3

Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 524,000	$ 524,000
Less: Accumulated depreciation and amortization	(523,000)	(520,000)
Property and equipment, net	1,000	4,000
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	2,000	2,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	27,000	27,000
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	2,000	2,000
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	306,000	306,000
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 187,000	$ 187,000

v3.23.3

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,000	$ 0
Equipment Expense	$ 178,000

v3.23.3

Related Party Transactions (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions [Abstract]
Employee-related Liabilities	$ 280,000	$ 280,000	$ 667,000

v3.23.3

Notes Payable (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Notes Payable	$ 150,000	$ 150,000
P P P 2 [Member]
Debt Instrument [Line Items]
Notes Payable	0	0
E I D L [Member]
Debt Instrument [Line Items]
Notes Payable	$ 150,000	$ 150,000

v3.23.3

Notes Payable (Details Narrative) - USD ($)		1 Months Ended			12 Months Ended
	May 26, 2021	May 31, 2023	Jul. 31, 2021	Jul. 31, 2020	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Gain on forgiveness of note payable					$ 0	$ 104,000
Notes Payable, Noncurrent					150,000	150,000
P P P 2 [Member]
Debt Instrument [Line Items]
Proceeds from loan	$ 104,000
Interest rate	1.00%
Gain on forgiveness of note payable						104,000
Notes Payable, Noncurrent					0	0
P P P [Member]
Debt Instrument [Line Items]
Debt Instrument, Decrease, Forgiveness			$ 104,000
E I D L [Member]
Debt Instrument [Line Items]
Proceeds from loan				$ 150,000
Interest rate				3.75%
Notes Payable, Noncurrent					150,000	$ 150,000
Repayments of Notes Payable		$ 3,000
Interest Payable					$ 14,000

v3.23.3

Stockholders' Deficit (Details - Option activity) - Equity Option [Member] - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	1,250,000	11,000,000
Weighted average exercise price, options outstanding, beginning price	$ 0.03	$ 0.03
Weighted average remaining contractual life, options outstanding	5 months 4 days	6 years 25 days
Options granted	0	0
Weighted average exercise price, options granted	$ 0	$ 0
Options forfeited	0	0
Weighted average exercise price, options forfeited	$ 0	$ 0
Options exercised	0	(8,500,000)
Weighted average exercise price, options exercised	$ 0	$ 0.03
Weighted average remaining contractual life, options exercised	6 years 25 days
Options expired	(1,250,000)	(1,250,000)
Weighted average exercise price, options expired	$ 0.03	$ 0.03
Options outstanding, ending balance	0	1,250,000
Weighted average exercise price, Exercisable and vested	$ 0	$ 0.03

v3.23.3

Stockholders' Deficit (Details - Warrant activity) - Warrant [Member] - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, balance	61,427,834	98,966,049
Weighted average exercise price, warrants outstanding, beginning price	$ 0.09	$ 0.07
Weighted average remaining contractual life	2 years 9 months 21 days	4 years 5 months 26 days
Warrants granted	0	12,571,785
Weighted- Average Exercise Price, Granted	$ 0	$ 0.09
Weighted average remaining contractual life, granted		5 years
Warrants exercised	(7,500,000)	(50,110,000)
Warrants expired	(270,600)	0
Weighted- Average Exercise Price, Exercised	$ 0.05
Weighted- Average Exercise Price, Expired	$ 0.05
Warrants outstanding	53,657,234	61,427,834
Weighted average exercise price, Exercisable and vested	$ 0.09
Weighted average remaining contractual life, Exercisable and vested	2 years 2 months 4 days

v3.23.3

Stockholders' Deficit (Details - Warrants by exercise price) - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrant shares outstanding	53,657,234	61,427,834	98,966,049
Weighted average remaining life warrants outstanding	2 years 9 months 21 days	4 years 5 months 26 days
Number of warrant shares exercisable	53,657,234
Warrant Price 1 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrant shares outstanding	10,855,918
Weighted average remaining life warrants outstanding	3 years 3 months 18 days
Number of warrant shares exercisable	10,855,918
Weighted average remaining life warrants exercisable	3 years 3 months 18 days
Warrant Price 2 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrant shares outstanding	23,841,323
Weighted average remaining life warrants outstanding	3 years 3 days
Number of warrant shares exercisable	23,841,323
Weighted average remaining life warrants exercisable	3 years 3 days
Warrant Price 3 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrant shares outstanding	18,959,993
Weighted average remaining life warrants outstanding	5 months 26 days
Number of warrant shares exercisable	18,959,993
Weighted average remaining life warrants exercisable	5 months 26 days

v3.23.3

Stockholders' Deficit (Details - Assumptions) - Warrant [Member]	12 Months Ended
	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	0.66%
Contractual terms (years)	5 years
Expected volatility	258.00%
Expected dividend yield	0.00%

v3.23.3

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Aug. 01, 2021
Class of Stock [Line Items]
Stock issued for services, value	$ 85,000	$ 225,000
Stock issued to warrant and option holders, shares		778,609
Stock issued to warrant and option holders, value		$ 87,000
Loss on settlement	$ 0	$ (104,000)
Consultant [Member]
Class of Stock [Line Items]
Warrant issued for common stock, shares			500,000
Warrant issued for common stock, value			$ 40,000
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for services, shares	3,500,000	4,500,000
Stock issued for services, value	$ 3,000	$ 5,000
Stock issued new, shares		12,071,785
[custom:StockIssuedDuringPeriodSharesIssued]		4,500,000
[custom:StockIssuedDuringPeriodValueIssued]		$ 225,000
Warrants exercised, shares	4,090,909	33,715,228
Cashless Exercise Of Warrants [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Issued		33,715,228
Conversion of Stock, Shares Converted		50,110,000
Cashless Exercise Of Options [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Issued		6,181,818
Conversion of Stock, Shares Converted		8,500,000
Common Stock And Warrants [Member]
Class of Stock [Line Items]
Stock issued new, shares		12,071,785
Warrants issued new shares		12,071,785
Net cash proceeds		$ 785,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued, shares	4,090,909
Warrants [Member]
Class of Stock [Line Items]
Stock issued new, shares		12,071,785
Warrants exercised, shares	7,500,000
Stock Issued For Services [Member]
Class of Stock [Line Items]
Stock issued for services, shares	3,500,000
Stock issued for services, value	$ 85,000
Former Accrued Payroll [Member]
Class of Stock [Line Items]
Stock issued for liabilities shares		6,855,700
Stock issued for liabilities value		$ 718,000
Loss on settlement		$ 371,000
Other Liability [Member]
Class of Stock [Line Items]
Stock issued for liabilities shares		4,328,247
Stock issued for liabilities value		$ 211,000

v3.23.3

Income Taxes (Details- Tax Reconciliation)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Federal statutory rate	(21.00%)	(21.00%)
State income taxes, net of Federal benefit	(7.00%)	(7.00%)
Net operating loss/carryforward	28.00%	28.00%
Income tax provision	0.00%	0.00%

v3.23.3

Income Taxes (Details- Deferred Tax Assets and Liabilities) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Net Operating loss carryforwards	$ 3,505,000	$ 3,063,000
Stock compensation expense	962,000	938,000
Total net deferred tax assets	4,467,000	4,001,000
Less valuation discount	(4,467,000)	(4,001,000)
Net deferred tax assets	$ 0	$ 0

v3.23.3

Income Taxes (Details Narrative)	Jun. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 12,500,000

---