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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May ~~16, 2022,~~15, 2023, the Registrant had outstanding ~~365,239,001~~381,933,144 shares of common stock.

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

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

XERIANT, INC.							XERIANT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS							CONDENSED CONSOLIDATED BALANCE SHEETS

								As of			As of
	As of March 31, 2022			As of June 30, 2021				March 31, 2023			June 30, 2022
Assets	(Unaudited)							(Unaudited)
Current assets
Cash	$	1,693,495		$	962,540			$	104,080		$	1,065,945
Deposits		12,546			12,546				12,546			12,546
Prepaids		1,790			1,234				2,200			756
Total current assets		1,707,831			976,320				118,826			1,079,247

Property & equipment, net		19,658							5,885			4,409
Operating lease right-of-use asset		138,963			169,209				94,733			128,342
Investment in JV with Ebenberg LLC									153,810			57,678
Total assets	$	1,866,452		$	1,145,529			$	373,254		$	1,269,676

Liabilities & stockholders' deficit
Current liabilities
Accounts payable and accrued liabilities	$	33,962		$	73,224			$	189,301		$	56,836
Accrued liabilities, related party		30,000			25,000				32,000			22,000
Convertible notes payable, net of discount		2,319,738			158,196
Shares to be issued									75,200			75,200
Convertible notes payable, net of discount - in default									5,850,000			3,936,185
Convertible bridge loans, at fair value									185,810			-
Lease liability, current		34,785			42,643				54,169			48,963
Total current liabilities		2,418,485			299,063				6,386,480			4,139,184

Lease liability, long-term		117,585			141,160				50,880			92,197
Total liabilities		2,536,070			440,223				6,437,360			4,231,381

Commitments and contingencies (Note 9)

Stockholders' deficit
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 781,132 and 793,279 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively		8			8
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding at March 31, 2022 and June 30, 2021, respectively		10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 363,778,386 and 292,815,960 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively		3,633			2,925
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 769,395 and 781,132 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively									8			8
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding at March 31, 2023 and June 30, 2022, respectively									10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 381,933,144 and 365,239,001 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively									3,819			3,637
Common stock to be issued		97,900			51,090				51,950			51,950
Additional paid in capital		15,494,788			4,138,194				19,730,244			16,351,806
Accumulated deficit		(12,826,977	)		(3,270,235	)			(23,030,565	)		(16,571,505	)
Total Xeriant stockholder's deficit		2,769,362			921,992				(3,244,534	)		(164,094	)
Non-controlling interest		(3,438,980	)		(216,686	)			(2,819,572	)		(2,797,611	)
Total stockholders' deficit		(669,618	)		705,306				(6,064,106	)		(2,961,705	)
Total liabilities and stockholders' deficit	$	1,866,452		$	1,145,529			$	373,254		$	1,269,676

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

XERIANT, INC.													XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS													CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)													(UNAUDITED)
	For the three months ended						For the nine months ended
	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021				For the three months ended						For the nine months ended
														March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Operating expenses:
Sales and marketing expense	$	25,771		$	0		$	670,989		$	1,000,000
General and administrative expenses		799,521			141,897			3,120,772			242,445			$	226,107		$	799,521		$	1,112,184		$	3,120,772
Professional fees		102,646			32,160			234,671			67,397				62,445			102,646			231,073			234,671
Related party consulting fees		135,500			54,500			348,925			132,500				84,000			135,500			296,000			348,925
Research and development expense		7,587			0			5,207,806			0				-			7,587			-			5,207,806
Sales and marketing expense															14,688			25,771			22,987			670,989
Total operating expenses		1,071,025			228,557			9,583,163			1,442,342				387,240			1,071,025			1,662,244			9,583,163

Operating loss		(1,071,025	)		(228,557	)		(9,583,163	)		(1,442,342	)
Loss from operations															(387,240	)		(1,071,025	)		(1,662,244	)		(9,583,163	)

Other expenses:
Amortization of debt discount		(1,598,683	)		(103,225	)		(3,012,642	)		(215,635	)			-			(1,598,683	)		(461,842	)		(3,012,642	)
Amortization of debt discount, related party		0			0			0			(5,000	)
Financing fees		0			0			(43,750	)		0				(20,600	)		-			(20,600	)		(43,750	)
Interest expense		(134,927	)		(2,661	)		(138,941	)		(4,857	)			-			(134,927	)		-			(138,941	)
Interest expense, related party		0			0			0			(76	)
Gain on forgiveness of accounts payable		0			0			0			0
Loss on settlement of debt		(3	)		0			(536	)		(186,954	)
Decrease (increase) in fair value of convertible bridge loans															(817	)		-			(817	)		-
Loss from Ebenberg JV															18,919			-			(96,131	)		-
Loss on extinguishment of debt															-			(3)			(4,259,987	)		(536	)
Total other (expense)		(1,733,613	)		(105,886	)		(3,195,869	)		(412,522	)			(2,498	)		(1,733,613	)		(4,839,377	)		(3,195,869	)

Net loss attributable:
Non-controlling interest		(7,425	)		0			(3,222,294	)		0
Common stockholders		(2,797,213	)		0			(9,556,738	)		0
Net loss	$	(2,804,638	)	$	(334,443	)	$	(12,779,032	)	$	(1,854,864	)			(369,138	)		(2,804,638	)		(6,481,021	)		(12,779,032	)

Less net loss attributable to noncontrolling interest															(7,229	)		(7,425	)		(21,961	)		(3,222,294	)

Net loss attributable to common stockholders														$	(382,509	)	$	(2,797,213	)	$	(6,479,660	)	$	(9,556,738	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.04	)	$	(0.01	)		$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

Weighted average number of common shares outstanding - basic and diluted		362,872,609			234,451,953			339,759,839			176,685,459				377,710,922			362,872,609			372,820,541			339,759,839

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

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

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

	Preferred Stock					Common Stock				Additional Paid in			Common stock			Accumulated						Series A Preferred Stock					Series B Preferred Stock				Common Stock				Additional Paid in			Common stock			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Capital			to be issued			Deficit			Total			Shares			Amount		Shares		Amount		Shares		Amount		Capital			to be issued			Deficit			Interest			Total
Balance June 30, 2020		3,113,637		$	31		69,584,149	$	696	$	379,971		$	372,397		$	(784,319	)	$	(31,224	)
Balance June 30, 2021																							788,270			8		1,000,000		10		292,815,960		2,925		4,138,194			51,090			(3,270,235	)		(216,686	)		705,306

Shares reclassed from common stock to be issued		-			-		112,847,466		1,127		371,270			(372,397	)		-			-
Issuance of common stock committed in prior period																							-			-		-		-		400,000		4		47,996			(48,000	)		-			-			-

Sale of common stock																							-			-		-		-		7,500,000		75		499,925			1,168,500			-			-			1,668,500

Shares issued as equity kicker																							-			-		-		-		250,000		3		43,750			-			-			-			43,753

Exercise of warrants																							-			-		-		-		4,185,000		41		125,509			3,000			-			-			128,550

Conversion of Series A Preferred to Common Stock																							(4,000	)		-		-		-		4,000,000		40		(40	)		-			-			-			-

Conversion of convertible notes and accrued interest		-			-		-		-		-			51,145			-			51,145			-			-		-		-		10,598,544		106		176,054			(3,090	)		-			-			173,070

Stock issued for services																							-			-		-		-		2,825,000		27		449,173			91,900			-			-			541,100

Stock option compensation																							-			-		-		-		-		-		1,060,324			-			-			-			1,060,324

Fair value of beneficial conversion feature associated with convertible debt																							-			-		-		-		-		-		250,000			-			-			-			250,000

Net Loss																							-			-		-		-		-		-		-			-			(3,270,099	)		(1,177,816	)		(4,447,915	)

Balance September 30, 2021																							784,270		$	8		1,000,000	$	10		322,574,504	$	3,221	$	6,790,885		$	1,263,400		$	(6,540,334	)	$	(1,394,502	)	$	122,688

Issuance of common stock committed in prior period																							-			-		-		-		23,266,666		233		1,162,267			(1,162,500	)		-			-			-

Sale of common stock																							-			-		-		-		8,200,000		82		409,918			-			-			-			410,000

Exercise of warrants																							-			-		-		-		123,600		1		2,999			(3,000	)		-			-			-

Conversion of Series A Preferred to Common Stock		(39,358	)		-		39,358,000		393		(393	)		-			-			-			(3,138	)		-		-		-		3,138,000		31		(31	)		-			-			-			-

Issuance of warrants with convertible notes		-			-		-		-		36,407			-			-			36,407
Conversion of convertible notes and accrued interest																							-			-		-		-		-		-		-			250,000			-			-			250,000

Stock issued for services																							-			-		-		-		900,000		9		116,095			-			-			-			116,104

Stock option compensation																							-			-		-		-		-		-		827,221			-			-			-			827,221

Fair value of warrants associated with convertible debt																							-			-		-		-		-		-		2,777,081			-			-			-			2,777,081

Fair value of beneficial conversion feature associated with convertible debt		-			-		-		-		42,893			-			-			42,893			-			-		-		-		-		-		2,365,419			-			-			-			2,365,419

Net Loss																							-			-		-		-		-		-		-			-			(3,489,430	)		(2,037,053	)		(5,526,483	)

Balance December 31, 2021																							781,132		$	8		1,000,000	$	10		358,202,770	$	3,577	$	14,451,855		$	347,900		$	(10,029,764	)	$	(3,431,555	)	$	1,342,031

Issuance of common stock committed in prior period																							-			-		-		-		4,229,680		42		253,707			(250,000	)		-			-			3,749

Conversion of Series A Preferred to Common Stock																							-			-		-		-		-		-		-			-			-			-			-

Inducement of conversion - interest expense																							-			-		-		-		845,936		8		134,918			-			-			-			134,927

Stock option compensation																							-			-		-		-		0		-		574,563			-			-			-			574,563

Stock issued for services		-			-		4,090,909		40		200,414			-			-			200,454			-			-		-		-		500,000		5		79,745			-			-			-			79,750

Net Loss		-			-		-		-		0						(327,072	)		(327,072	)		-			-		-		-		-		-		-			-			(2,797,213	)		(7,425	)		(2,804,638	)

Balance September 30, 2020		3,074,279			31		225,880,524		2,256		1,030,562			51,145			(1,111,391	)		(27,397	)

Sale of common stock		-			0		3,400,000		34		50,966			0			0			51,000

Conversion of convertible notes and accrued interest		-			0		-		0		0			78,714			0			78,714

Issuance of warrants with convertible notes		-			0		-		0		6,388			0			0			6,388

Fair value of beneficial conversion feature associated with convertible debt		-			0		-		0		6,612			0			0			6,612

Stock issued for services		-			0		20,300,000		203		1,012,997			0			0			1,013,200

Issuance of warrants for services		-			0		-		0		13,909			0			0			13,909

Net Loss		-			0		-		0		0			0			(1,193,349	)		(1,193,349	)

Balance December 31, 2020		3,074,279		$	31		249,580,524	$	2,493	$	2,121,434		$	129,859		$	(2,304,740	)	$	(50,923	)

Sale of common stock		-			0		9,991,667		100		1,198,900			298,000			0			1,497,000

Shares reclassed from common stock to be issued		-			0		19,595,442		195		129,660			(129,859	)		0			(4	)

Conversion of convertible notes and accrued interest		-			0		4,557,943		46		23,810			0			0			23,856

Issuance of warrants with convertible notes		-			0		-		0		75,097			0			0			75,097

Fair value of beneficial conversion feature associated with convertible debt		-			0		-		0		122,453			0			0			122,453

Stock issued for services		-			0		150,000		2		62,048			0			0			62,050

Issuance of warrants for services		-			0		-		0		24,422			0			0			24,422

Net Loss		-			0		-		0		0			0			(344,596	)		(344,596	)

Balance March 31, 2021		3,074,279		$	31		283,875,576	$	2,836	$	3,757,824		$	298,000		$	(2,649,336	)	$	1,409,355
Balance March 31, 2022																							781,132		$	8		1,000,000	$	10		363,778,386		3,633	$	15,494,788		0	97,900		$	(12,826,977	)	$	(3,438,980	)	$	(669,618	)

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

XERIANT, INC.							XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)							(UNAUDITED)

	For the Nine months ended							For the nine months ended
	March 31, 2022			March 31, 2021				March 31, 2023			March 31, 2022

Cash Flows from Operating Activities
Net Loss	$	(12,779,032	)	$	(1,854,864	)		$	(6,481,021	)	$	(12,779,032	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and Amortization		332			0				1,091			332
Stock compensation expense		2,462,108			1,113,583
Stock option expense									642,492			2,462,108
Stock issued for services		736,954			-				48,000			736,954
Financing fees		178,676			0				20,600			178,676
Decrease in fair value of Convertible Bridge Loans									817			-
Loss on settlement of debt		0			186,954				4,259,987			-
Loss from equity-method investments									96,131			-
Amortization of Debt Discount		3,012,642			215,635				461,842			3,012,642
Amortization of Debt Discount, Related Party		0			5,000
Changes in operating assets & liabilities
Changes in Operating Assets & Liabilities
Operating lease right of use asset		30,246			93				33,609			30,246
Lease liabilities		(31,433	)		0				(36,111	)		(31,432	)
Deposits and prepaids		(556	)		(62,458	)			(1,444	)		(556	)
Accounts payable and accrued liabilities		(35,513	)		25,880				(69,171	)		(35,513	)
Accrued liability, related party		5,000			0				10,000			5,000
Accrued expenses		5,520			0				(3,258	)		5,520
Net cash used by operating activities		(6,415,055	)		(370,177	)			(1,037,036	)		(6,415,055	)

Cash Flows from Investing Activities
Investment in JV Movychem									(192,262	)		-
Purchase of property and equipment		(19,990	)		0				(2,567	)		(19,990	)
Net cash used in financing activities		(19,990	)		0				(194,829	)		(19,990	)

Cash Flows from Financing Activities
Sale of common stock		2,078,500			1,548,000				-			2,078,500
Cash from exercise of warrants		128,550			0				-			128,550
Proceeds from convertible notes payable		4,958,950			289,850				270,000			4,958,950
Net cash provided by financing activities		7,166,000			1,837,850				270,000			7,166,000

Increase in Cash		730,955			1,467,673
(Decrease) Increase in Cash									(961,865	)		730,955

Cash at beginning of period		962,540			38,893				1,065,945			962,540

Cash at end of period	$	1,693,495		$	1,506,566			$	104,080		$	1,693,495

Supplemental Cash Flow Information
Cash paid for interest	$	0		$	0			$	-		$	-
Cash paid for income taxes	$	0		$	0			$	-		$	-

Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	440,995		$	130,410			$	-		$	440,995
Warrants issued with convertible notes payable	$	2,894,974		$	117,892			$	80,114		$	2,894,974
Beneficial conversion feature arising from convertible notes payable	$	2,787,376		$	171,958			$	-		$	2,787,376

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

Xeriant, Inc. ~~(“Xeriant”~~is dedicated to the acquisition, development and commercialization of transformative aerospace technologies, including eco-friendly advanced materials which can be successfully deployed and integrated into products across multiple industry sectors. One of our current initiatives involves the development of a proprietary line of green composite construction materials using environmentally-friendly flame-retardants designed for aerospace applications, branded NEXBOARD^TM. These construction materials are primarily made from recycled plastic and cardboard waste and offer unparalleled fire resistance, as well as strength, durability and protection against water, mold, and insects.

We are a development-stage enterprise with a limited operating history with no sales, and operating losses since our inception. The Company has two existing joint ventures, one in the area of aerospace that was effective May 27, 2021 and the other involving advanced materials that was effective April 2, 2022.

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

Effective April 2, 2022, we entered into a Joint Venture Agreement with Movychem s.r.o, a Slovakian chemicalcompany, setting forth the terms for a joint venture (referred to herein as the Movychem JV) to develop applications and commercialize Retacell^®, an internationally patented flame-retardant technology developed by Movychem. The Movychem JV, owned 50% by Xeriant and 50% by Movychem, subject to certain funding conditions, was granted the exclusive worldwide rights to the intellectual property related to Retacell^®, an industrial flame-retardant, and will be responsible for developing applications and commercializing products. Retacell^® is a versatile, biodegradable, non-toxic, high-performance thermal and fire protection chemical agent that is custom formulated for each application, based on the specific properties of the base material and the fire protection requirements. Retacell^®can be applied as a coating, treatment, or infused during manufacturing into a variety of materials. In addition to becoming heat and fire resistant, the resulting Retacell^®-enhanced materials are also water resistant.

On June 8, 2022, we announced the development of a multi-purpose, high-strength fire- and water-resistant composite panel made from a formulation of Movychem’s industrial flame-retardant, Retacell^®, and a cardboard fiber-reinforced polymeric resin. The panel described in the press release was initially produced in a laboratory setting. However, since the announcement date, the Movychem JV has been unable to fabricate 48" x 96" Retacell^®-infused panels with the quality demanded by Xeriant and its clients.

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

After working with Movychem over this period of time and experiencing a number of issues, including supply chain interruptions, mechanical failures, and the general inability to produce an ~~aerospace company dedicated~~industrial-sized composite wall panels made with Retacell^®, we have been in development of an upcycled wallboard panel that can be produced in the United States at industrial scale outside of the Movychem JV. This approach will enable us to unlock existing demand indicated by several homebuilders and developers. Industrial production requires the panels to be cut in varying thicknesses and sizes, including standard 48” x 96” sheets, economically and with consistency and efficiency.

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

Another area of interest for our Company is the emerging aviation market called Advanced Air Mobility (AAM), the transition to more efficient, eco-friendly, ~~on demand~~automated and convenient flight ~~making air transportation more accessible~~operations enabled by the convergence of technological advancements in design and ~~a greater part of our daily lives. Xeriant is focused on~~engineering, composite materials, propulsion systems, battery energy density and manufacturing processes. Next-generation aircraft being developed for this market offer low-cost, on-demand flight for passengers and cargo, utilizing lower altitude airspace and bypassing the ~~acquisition, development,~~traditional hub and ~~proliferation of next generation hybrid-electric and fully electric aircraft~~spoke airport network with vertical takeoff and landing ~~(eVTOL) capabilities,~~(VTOL) capabilities. Many of these lightweight aircraft are electrically powered through either hybrid or pure battery systems, which allows for quieter, low emission flights over urban areas, however with limited speed and range. The adoption and integration of niche aerial services through AAM is expected to provide benefits throughout the economy. We plan to partner with and acquire strategic interests in visionary companies that accelerate our mission of commercializing critical breakthrough AAM technologies which enhance performance, ~~enhancing~~increase safety, and enable and support more efficient, autonomous, and sustainable flight operations, including electric and hybrid-electric passenger and cargo transport aircraft capable of vertical takeoff and landing. Our plan to source and acquire strategic interests in leading aerospace ~~technologies and advanced materials, as well as critical support infrastructure. Xeriant is located at~~companies developing breakthrough VTOL aircraft began in the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport, and trades on OTC Markets under the stock symbol, XERI. The Company was incorporated in Nevada on December 18, 2009.second quarter of 2021.

On April 16, 2019, the Company and the members of American Aviation Technologies, LLC (“AAT”) entered into a Share Exchange Agreement (“Agreement”). The agreement, which became effective on September 30, 2019, was pursuant to which the Company acquired 100% of the issued and outstanding membership units in exchange for the issuance of shares of the Company’s Series A Preferred Stock constituting 86.39% of the total voting power of the Company’s capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT became a wholly owned subsidiary of the Company.

~~On June 22, 2020, the name of the Company was changed to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change (XERI).~~

OnEffective May 27, 2021, ~~the Company~~we entered into a Joint Venture Agreement with XTI Aircraft Company ~~to form~~(“XTI”), a ~~new company, called Eco-Aero, LLC,~~privately owned OEM based in Englewood, Colorado for the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric vertical takeoff and landing (eVTOL) ~~fixed wing~~fixed-wing aircraft.

Through our joint venture with XTI, (referred to hereinafter as the “XTI JV”), we were involved in the successful completion of the preliminary design of their TriFan 600 eVTOL aircraft. The TriFan 600 is being designed to become the fastest, longest-range VTOL aircraft in the world and the first commercial fixed-wing VTOL airplane, with current pre-orders of approximately $7 billion in gross revenue upon delivery of those aircraft.

Although the purpose of the XTI JV has been achieved, Xeriant may continue to collaborate with XTI in the area of Advanced Ari Mobility. Should XTI and Xeriant determine it is in their best interest to terminate the XTI JV, then it will be dissolved. Should the XTI JV be dissolved, as of March 31, 2023, Xeriant would receive 5.5% equity ownership of XTI.

Management believes that our holding and operating company structure has several advantages and will enable us to grow rapidly, acquiring assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, we offer our subsidiaries such benefits as improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, sales & marketing, human resources, purchasing power, as well as investor and public relations.

Additionally, we are leveraging our relationship with Florida Atlantic University to provide a collaborative research arm for technologies that require additional validation and the backing of a respected research institution for credibility. The university also may provide access to various grants through the SBIR (Small Business Innovation Research), STTR (Small Business Technology Transfer, NSF (National Science Foundation) and other programs, and if warranted, introductions into a number of government agencies, such as DOD (Department of Defense) and DARPA (Defense Advanced Research Projects Agency). We are pursuing strategic alliances with companies that provide complementary technologies and access to new markets.

The ~~unaudited condensed~~ consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC, and the accompanying notes included in this Quarterly Report are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited consolidated condensed financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes,Eco-Aero, LLC, its subsidiaries, are prepared in ~~accordance~~conformity with generally accepted accounting principles in the United States ~~(“GAAP”)~~of America (U.S. GAAP). ~~Results for~~All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the ~~interim periods presented are not necessarily indicative~~accounts of the ~~results~~Company and its wholly owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2023 and June 30, 2022, the Company had $104,080 and $1,065,945 in cash and $6,093,241 and $3,002,259 in negative working capital, respectively. For the nine months ended March 31, 2023 and 2022, the Company had a net loss of $6,481,021 and $12,779,032, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be ~~expected for~~necessary should the ~~entire fiscal year. These financial statements should~~Company be ~~read in conjunction with the company’s latest annual financial statements.~~unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

The ~~condensed~~ consolidated ~~unaudited~~ financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”), and Eco-Aero, LLC. The Company owns a 64% controlling interest of AAT; and a 50% interest in Eco-Aero, LLC, with control exercised through a majority membership in the management committee. All ~~material~~significant intercompany ~~accounts,~~balances and transactions ~~and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements.~~have been eliminated.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of beneficial conversion features and warrants associated with convertible debt. Actual results could differ from these estimates.

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

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

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

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

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

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

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

The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at March 31, 2023 and June 30, 2022.

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options." In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. During the year ended June 30, 2022, the Company recorded a BCF in the amount of $2,615,419.

The Company measures the cost of employee services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period.

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $0 and $7,587 for the three months ended March 31, 2023 and 2022, respectively. The Company incurred research and development expenses of $0 and $5,207,806 for the nine months ended March 31, 2023 and 2022, respectively.

The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $1,298 and $3,690 for the three months ended March 31, 2023 and 2022, respectively. The Company recorded advertising expenses in the amount of $26,058 and $168,403 for the nine months ended March 31, 2023 and 2022, respectively.

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

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

~~Deferred taxes are classified as current or non-current, depending on~~Basic Income (Loss) Per Share

Under the ~~classification~~provisions of ~~assets and liabilities~~ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to ~~which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on~~common shareholders by the weighted average number of shares of common stock outstanding for the periods ~~in which the temporary differences are expected to reverse and are considered immaterial. As of March 31, 2022 and June 30, 2021 there are no deferred tax assets.~~

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2022 and June 30, 2021, the Company had $1,693,495 and $962,540 in cash and $(710,654) and $677,257 in working capital, respectively. For the nine months ended March 31, 2022 and 2021, the Company had apresented. Diluted net loss ~~of $12,779,032 and $1,854,864, respectively. Continued losses may adversely affect~~per share reflects the ~~liquidity of the Company~~potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The allowance for doubtful accounts is created by forming a credit balance which is deducted from the total receivables balance in the balance sheet. As of March 31, 2022 and June 30, 2021 there are no accounts receivable.

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt.

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

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

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $7,587 and $0 for the three months ended March 31, 2022 and 2021, respectively. The Company incurred research and development expenses of $5,207,806 and $0 for the nine months ended March 31, 2022 and 2021, respectively.

The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $3,690 and $0 for the three months ended March 31, 2022 and 2021, respectively. The Company recorded advertising expenses in the amount of $168,403 and $0 for the nine months ended March 31, 2022 and 2021, respectively. These expenses are included within sales in marketing expenses in the statements of operations.

~~Costs incurred in connection with raising capital by~~ the issuance of common stock ~~are recorded as contra equity and deducted from the capital raised. There were no offering costs for the three and nine months ended March 31, 2022 and 2021, respectively.~~

~~The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount~~ that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our consolidated federal tax return and any state tax returns are not currently under examination.

The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017.

In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognitionwould then share in the income ~~statement.~~of the Company, subject to anti-dilution limitations.

The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The Company entered into a new lease agreement commencing on November 1, 2019 and implemented this guidance on November 1, 2019.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 is expect to have material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form a new company, called Eco-Aero, LLC (the “JV”), a Delaware limited liability company, with the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the JV. The JV is managed by a management committee consisting of five members, three appointed by the Company and two by XTI. The Agreement was effective on June 4, 2021, with an initial deposit of $1 million into the JV. Xeriant’s financial commitment is for up to $10 million, contributed ~~over a period of less than one year,~~ as required by the aircraft development timeline and budget. Preliminary design review was substantially completed for the TriFan 600 aircraft in early 2022. As of March 31, 2023, the Company had contributed $5,475,155 towards the XTI JV.

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

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

On April 2, 2022, the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame-retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell^™. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC and is owned 50% by each of the Company and Movychem.

For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date (Amended to February 15, 2023, as per Amended Agreement). As of March 31, 2023, the Company had two payments pending of $25,000 each, subject to satisfaction by Movychem of the terms of the Amendment to Joint Venture Agreement with Movychem. The Company is currently in discussions with Movychem with the intent of working with Movychem under a revised licensing arrangement. Under the terms of the Amendment to the Joint Venture Agreement, if the Company makes its $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem will transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem has granted to the Joint Venture an exclusive worldwide license under the patents.

Concurrently with the execution of the Joint Venture Agreement, Movychem will provide technical services to the Joint Venture related to the exploitation of the Retacell intellectual property and corporate, marketing, business development, communications and administrative services as requested by the Joint Venture in exchange for 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products.

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

Assuming that Movychem has fulfilled its obligations, the Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be. The Company’s position is that Movychem has not met its obligations under the Joint Venture Agreement and has notified Movychem of same. It is uncertain whether or not the Joint Venture will move forward as it is currently organized.

The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing cash. As such, both parties do not have substantial capital at risk. Based on these two factors, the conclusion is that no one is the primary beneficiary of the VIE. Accordingly, Xeriant has not consolidated the VIE. The Company has elected to account for the joint venture as an equity method investment in accordance with ASC 323 Investments – Equity Method and Joint Ventures.

As of March 31, 2023, and June 30, 2022, the Company contributed $307,619 and $115,356 to the joint venture, respectively.

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On March 31, 2023, and June 30, 2022, the Company had ~~$1,443,495~~$0 and $811,429 in excess of FDIC ~~insurance.~~insurance, respectively.

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

The Company leases 2,911 square feet of office space located in the Research Park at Florida Atlantic University, Innovation Centre 1, 3998 FAU Boulevard, Suite 309, Boca Raton, Florida. The Company entered into a lease agreement commencing on November 1, 2019 through January 1, 2025 in which the first three months of rent were abated. Due to the COVID-19 pandemic, the ~~Company~~company decided to have all employees work from home and intends to build out the office space by the end of ~~2021~~July 2023 to allow employees to work from the office in ~~January~~July of ~~2022.~~2023. The following table illustrates the base rent amounts over the term of the lease:

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. At inception the Company paid prepaid rent in the amount of $4,659, which was netted against the operating lease right-of-use asset balance until it was applied in February 2020.

The carrying value of convertible notes payable, net of discount, as of March 31, ~~2022~~2023, and June 30, ~~2021~~2022, was ~~$2,319,738~~$5,850,000 and ~~$158,196, respectively, as summarized below:~~$3,936,185, respectively.

~~The following table illustrates the carrying values for the convertible notes payable as of March 31, 2022 and June 30, 2021:~~

Between September 27, 2019 and August 10, 2021, the Company issued convertible notes payable with an aggregate face value of $892,300, of which $342,950 were issued by our subsidiary AAT. The notes have a coupon rate of 6% and maturity dates between three and six months. The agreements provided the holder has the option to convert the principal balance and any accrued interest to common stock of the Company. In the event the holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock. Of the $892,300, $342,950 is convertible at $.0033 per share, $87,000 is convertible at $0.025 per share, $180,550 is convertible at $.03 per share, $31,800 is convertible at $0.003 per share, and the remaining $250,000 is convertible at $.06 per share. All these convertible notes payable have been converted as of ~~March~~December 31, ~~2021 and $167,550 principal balance remaining as of June 30,~~ 2021.

The Company evaluated these notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance.

In connection with the notes, the Company issued warrants indexed to an aggregate 8,848,333 shares of common stock. The warrants have a term of two years and an exercise price of $.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $156,225.

On October 27, 2021, the Company issued a convertible note payable with Auctus Fund, LLC (the “Auctus Note”) with the principal sum of $6,050,000, which amount is the $5,142,500 actual amount of the purchase price, hereof plus an original issue discount in the amount of $907,500 and to pay interest on the unpaid principal amount hereof at the rate of zero percent per annum from the issue date until the note becomes due and payable, and $433,550 for professional fees in completing the transactions. The note has a maturity date of twelve months. The agreement provides the holder has the option to convert the principal balance and any accrued interest to common stock of the Company at a conversion price of lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company.

In connection with the notes, the Company issued warrants indexed to an aggregate 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The warrants were recorded at fair value of $2,777,081 to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the debt proceeds. The Company estimated the fair value of the warrants using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants. The Company estimates the volatility of its stock based on the average of three similar size public companies peer group historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to their remaining contractual term.

The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company recorded $2,365,419 conversion feature in additional paid-in capital. The BCF resulted in a debt discount and are amortized over the life of the note.

~~For the nine months ended March 31,~~Effective July 26, 2022, the Company ~~recorded $3,730,262 amortization~~entered into an Amendment to Senior Secured Promissory Note (the “Amendment”) with Auctus Fund, LLC (“Auctus”) pursuant to which the parties agreed to amend the Company’s Senior Secured Convertible Promissory Note in the principal amount of ~~debt discount related~~$6,050,000 dated October 27, 2021 (the “Note”) issued to Auctus. The Amendment (i) extended the maturity date of the Note to November 1, 2022 and (ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to November 1, 2022. In consideration of the Amendment, the Company agreed to (i) grant to Auctus ~~Note.~~a new Warrant to purchase 25,000,000 shares of Common Stock dated July 26, 2022 (the “Warrant”) at an exercise price of $0.09 per share; (ii) make a prepayment of the Note in the amount of $100,000; and (iii) cause a director of the Company to cancel his 10b-5(1) Plan.

The Company istested the modification under ASC 470-50-40 to determine if the modification resulted in ~~communication~~an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $3,570,366. The loss on extinguishment was determined as follows:

Effective December 27, 2022, the Company entered into an Amendment to Senior Secured Promissory Note (the “Amendment”) with Auctus Fund, LLC (“Auctus”) pursuant to which the parties agreed to amend the Company’s Senior Secured Convertible Promissory Note in the principal amount of $6,050,000 dated October 27, 2021 (the “Note”) issued to Auctus. The Amendment (i) extended the maturity date of the Note to March 15, 2023 and ~~is actively working~~(ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to March 15, 2023. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of Common Stock dated December 27, 2022 (the “Warrant”) at an exercise price of $0.09 per share; and (ii) make a prepayment of the Note in the amount of $50,000 on ~~strategies to extinguish, extend or restructure~~January 15, 2023 and $50,000 on February 15, 2023. As of the date of this filing, the Company had not repaid the Senior Secured Promissory ~~Note. No~~Note, and is in active negotiations with Auctus Fund, LLC, to extend the maturity date. At this time, there is no assurance ~~can~~that Company will be ~~made~~successful in these efforts. The Company tested the modification under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $689,621. The loss on extinguishment was determined as ~~to the results of such actions.~~follows:

For the nine months ended March 31, ~~2022 and 2021,~~2023, the Company recorded ~~$3,012,642 and $215,635~~$461,482 in amortization of debt discount related to the ~~notes. For the nine months ended~~Auctus note. As of March 31, 2023 and June 30, 2022, the carrying value of the Auctus note was $5,900,000 and ~~2021,~~$3,936,185, respectively.

The Note matured on March 15, 2023 and is considered in default as of March 31, 2023. The Company is involved in ongoing discussions with Auctus regarding the ~~Company recorded $4,014 and $2,196 in interest expense related to the notes, respectively.~~Note. No assurance can be given that we will reach a successful resolution.

NOTE 7 ~~- RELATED PARTY TRANSACTIONS~~– CONVERTIBLE BRIDGE LOANS – AT FAIR VALUE

~~On August 25, 2020,~~Between January 13, 2023 and March 31, 2023, the Company issued a convertible ~~note payable~~bridge loans with aan aggregate face value of ~~$5,000 with~~$270,000. The notes have a coupon rate of ~~6% to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. The note has~~10% and a maturity date of ~~three months.~~one year. If the Company has a Liquidity Event (i.e. the Company a public offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock), resulting in the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange), the notes and any accrued interest automatically convert into common stock. The ~~agreement provides~~Liquidity Event Conversion Price is the ~~holder~~lesser of (a) $0.09 and (b) the product of (x) the Liquidity Event Price multiplied by (z) 75%. In the event a Liquidity Event does not occur, the Holder has the option to convert the ~~principal balance and any accrued interest to common stock of~~Notes on the ~~Company~~maturity date at a conversion price of ~~$0.025 per share.~~ $0.09.

In addition to the ~~event~~Notes, the ~~holder does not elect to convert the note prior to maturity, the note will automatically convert to common stock at a~~holders received an aggregate 2,700,000 warrants. The warrants have an exercise price of ~~$0.025~~$0.09 per ~~share.~~share and have a five-year exercise term.

The Company analyzed the Convertible Bridge Loans to determine if they were within the scope of ASC 480 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Contract embodies a conditional obligation to transfer a variable number of shares in which the monetary value of the obligation is based solely or predominantly on, among other things, a fixed monetary amount known at inception. Additionally, the obligation is, in substance, a “traditional” debt arrangements, with the stock of the issuer used as the form of currency for repayment. As a result, the instruments are recorded at fair value pursuant to ASC 480-10-30-7. As of March 31, 2023 and June 30, 2022, the fair value of the Convertible Bridge Loans were $185,810 and $0, respectively. During the nine months ended March 31, 2023 and 2022, the Company recorded $3,258 and $0 in interest expense related to these loans, respectively. During the nine months ended March 31, 2023 and 2022, the Company recorded $817 and $0 in decrease in fair value of Convertible Bridge Loans, respectively.

The Company evaluated the ~~agreement~~detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 ~~Derivatives~~“Derivatives and ~~Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms~~Hedging” and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification.

In connection with the note, the Company issued warrants indexed to an aggregate 200,000 shares of common stock. The warrants have a term of two years and an exercise price of $0.025. The Company evaluatedconcluded the warrants ~~under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability~~meet equity classification. The warrants were valued using Black-Scholes Merton (“BSM”) and were determined to have a value of $121,316, which is recorded in ~~additional paid-in capital under their relative~~the Statement of Stockholders’ Equity.

The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and as of June 30, 2022:

Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets. Level 3 instruments are characterized by unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. The fair value of ~~$2,461.~~

the Convertible Bridge Loan has three components: (i) Principal, (ii) Interest, and (iii) a Redemption Feature. The Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. After the allocation of $2,461 to the warrants, the remaining $2,539 in proceeds resulted in a beneficial conversion feature recorded in additional paid-in capital. Both the BCFfirst two components (i.e. Principal and ~~warrants resulted in a debt discount and are amortized over the life of the note.~~

Interest) were valued using an income approach. For the ~~nine months ended March 31, 2022 and 2021,~~Redemption Feature, the Company ~~recorded $0~~uses a Black-Scholes Merton (“BSM”) valuation technique because it believes that this technique is reflective of all significant assumption types, and ~~$5,000~~ranges of assumption inputs, that market participants would likely consider in ~~amortization of debt discount related to the note. For the nine months ended March 31, 2022~~transactions involving this component. Such assumptions include market price, strike price, term, market trading volatility and ~~2021, the Company recorded $0 and $76 in interest expense related to the note, respectively.~~

~~On November 25, 2020, Keystone Business Development Partners converted $5,000 in principal and $76 in accrued interest into 203,024 shares of common stock.~~risk-free rates.

Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the Redemption Feature Component of the Convertible Bridge Loans:

The following table summarizes the total carrying value of the Company’s Level 3 instruments held as of March 31, 2023 including cumulative unrealized gains and losses recognized during the nine months ended March 31, 2023:

During the nine months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, the Company recorded ~~$134,000~~$150,000 and ~~$66,000~~$134,000 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. As of March 31, ~~2022~~2023, and June 30, ~~2021,~~2022, $15,000 and $0$22,000 was recorded in accrued ~~liabilities related to Ancient Investments, LLC, respectively.~~liabilities.

~~During~~For the nine months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, the Company recorded ~~$92,000~~$77,000 and $0$92,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. As of March 31, ~~2022~~2023, and June 30, ~~2021, $10,000~~2022, $5,000 and $0 was recorded in accrued ~~liabilities related to Edward DeFeudis, respectively.~~liabilities.

During the nine months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, the Company recorded ~~$65,000~~$49,000 and ~~$32,500~~$65,000 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s ~~CIO,~~CTO, Pablo Lavigna. As of March 31, ~~2022~~2023, and June 30, ~~2021,~~2022, $14,000 and $7,000 ~~and $0~~ was recorded in accrued ~~liabilities related to AMP Web Services, respectively.~~liabilities.

During the nine months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, the Company recorded ~~$22,500~~$20,000 and $22,500 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. As of March 31, ~~2022~~2023, and June 30, ~~2021, $0~~2022, $5,000 and ~~$25,000~~$7,000 was recorded in accrued ~~liabilities related to Keystone Business Development Partners, respectively.~~liabilities.

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

In connection with the Eco-Aero, LLC Joint Venture, discussed in Note 3, the Company has the right to invest up to $10,000,000 into the joint venture.

On August 10, 2021, the Company entered into an Advisory Agreement with aan outside firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments:

During the ~~nine months~~year ended ~~March 31,~~June 30, 2022, the Company issued all 1,500,000 shares under the ~~initial 500,000 shares, second tranche of 500,000 shares, and the remaining 500,000 shares.~~agreement.

On August 19, 2021, the Company entered into an Advisory Agreement with aan outside firm to assist the Company with fundraising activities. In connection with the agreement, the Company has the following commitments:

During the ~~nine months~~year ended ~~March 31,~~June 30, 2022, the Company issued the initial 2,225,000 shares.

On September 1, 2021, Xeriant Inc. brought a cause of action in the Southern District of Florida against a former shareholder for claims, including but not limited to, breach of contract, misrepresentation, and asserting claims to recoup monetary and in-kind distributions made to the shareholder by the Company. The defendant submitted an affirmative defense and counterclaim on October 29, 2021.

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

On October 27, 2020, the Company agreed to issue 300,000 common shares immediately, 2-year cashless warrants to purchase 300,000 common shares at the current price, and $2,500 per meeting paid 50% in cash and 50% in common shares.

On January 18, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination.

On January 22, 2021, the Company agreed to issue 50,000 common shares, two-year cashless warrants to purchase 25,000 common shares at the current price, and $2,500 per meeting paid in cash, common shares, or a combination.

~~On March 7, 2021 the Company paid an advisor $2,500 and issued 50,000 common shares.~~

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

On July 6, 2021, provided an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 250,000 common shares issued upon a strategic partnership with a major airline, $2,500 per formal meeting paid in common shares, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service.

On July 28, 2021, the Company agreed to issue 250,000 common shares immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service

On August 9, 2021, the Company agreed to issue 50,000 common shares, $2,500 per meeting paid in cash, common shares, or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service.

On August 20, 2021, the Company agreed to issue 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 4,000,000 common shares at $0.12 per share, vesting quarterly over 24 months.

On January 20, 2022, the Company agreed to issue 250,000 common shares, and $5,000 paid on a monthly basis, for a period of three months, and an option to purchase 2,250,000 common shares at $0.12 per share, vesting immediately.

On March 28, 2022, the Company agreed to issue 150,000 common shares vested monthly over one year, and $2,500 per meeting paid in cash, and additional bonus of $25,000 paid in common shares issued at the end of each year of service.

As of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, the Company had 5,000,000,000 shares of common stock authorized with a par value of ~~$0.00001.~~$,0.00001. There were ~~363,778,386~~381,933,144 and ~~292,815,960~~365,239,001 shares issued and outstanding as of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, respectively.

During the ~~three months~~year ended ~~September~~June 30, ~~2021, the Company issued 400,000 shares of common stock related to a subscription agreement from the previous fiscal year, which were previously recorded~~2022 in ~~common stock to be issued at $48,000.~~

~~During the three months ended September 30, 2021, the Company sold 2,500,000 shares of common stock for aggregate proceeds of $250,000, or $0.10 per share.\~~

~~During the three months ended September 30, 2021, the Company sold 5,000,000 shares of common stock for aggregate proceeds of $250,000, or $0.05 per share.~~

In connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at ~~$43,750,~~$43,753, which has been expensed as a financing costs.

During the ~~three months~~year ended ~~September~~June 30, ~~2021,~~2022, the Company issued ~~4,185,000~~4,308,600 shares of common stock as a result of warrant exercises in the aggregate proceeds of ~~$125,550.~~$128,550.

During the ~~three months~~year ended ~~September~~June 30, ~~2021,~~2022, the Company issued ~~4,000,000~~4,685,615 shares of common stock for services, valued at $761,954.

During the year ended June 30, 2022, the Company sold 39,366,666 shares of common stock for aggregate proceeds of $2,078,500.

During the year ended June 30, 2022, the Company issued 7,138,000 shares of common stock in exchange for the conversion of ~~4,000~~7,138 shares of Series A Preferred Stock.

During the ~~three months~~year ended ~~September~~June 30, ~~2021,~~2022, the Company issued 10,598,544 shares of common stock for the conversion of $167,550 in principal and $4,985 in accrued interest. This resulted in a loss on extinguishment of debt in the amount of $535.

During the ~~three months~~year ended ~~September~~June 30, ~~2021, the Company issued 2,825,000 shares of common stock for services, valued at $449,200.~~

~~During the three months ended December 31, 2021, the Company sold 8,200,000 shares of common stock for aggregate proceeds of $410,000, or $0.05 per share.~~

During the three months ended December 31, 2021, the Company issued 23,266,667 shares of common stock for aggregate proceeds of $1,162,500, or $0.05 per share for the sale of common shares that has not been issued in the quarter ended September 30, 2021.

~~During the three months ended December 31, 2021, the Company issued 4,305,000 shares of common stock for the $3,000 exercise of warrants in the quarter ended September 30, 2021.~~

~~During the three months ended December 31, 2021, the Company issued 3,138,000 shares of common stock in exchange for the conversion of 3,318 shares of Series A Preferred Stock.~~

~~During the three months ended December 31, 2021, the Company issued 900,000 shares of common stock for services, valued at $116,105.~~

~~During the three months ended March 31, 2022, the Company issued 500,000 shares of common stock for services, valued at $79,750.~~

~~During the three months ended March 31,~~ 2022, the Company issued 4,229,680 shares of common stock for the conversion of $250,000 principal balance of convertible notes payable and $3,749 accrued ~~interest that has not been issued in the quarter ended December 31, 2021.~~interest.

During the ~~three months~~year ended ~~March 31,~~June 30, 2022, the Company issued 845,936 shares of common stock in exchange for the inducement to the convertible notes holders to convert at fair value of $134,927.

On July 11, 2022, the Company issued 1,000,000 shares of common stock in exchange for the conversion of 1,000 shares of Series A Preferred Stock.

On July 13, 2022, the Company issued 457,143 shares to a consultant for services valued at $48,000.

On October 24, 2022, the Company issued 10,237,000 shares of common stock in exchange for the conversion of 10,237 shares of Series A Preferred Stock.

On March 17, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 500 shares of Series A Preferred Stock.

During the ~~three months~~year ended ~~September~~June 30, ~~2021,~~2022, the Company sold 200,000 shares of common stock for aggregate proceeds of $6,000, or $0.03 per share. As of ~~March 31,~~June 30, 2022, these shares are categorized in common stock to be issued.

During the ~~three months~~year ended ~~September~~June 30, ~~2021,~~2022, the Company agreed to pay a consultant 250,000 shares in exchange to ~~$45,500~~$45,950 in services. As of ~~March 31,~~June 30, 2022, these shares are categorized in common stock to be issued.

During the three months ended September 30, 2021, the Company agreed to issue advisory board members 250,000 shares in exchange for $46,400 in services. 200,000 shares vest on a quarterly basis over one year and 50,000 shares vest completely after a year. As of March 31, 2022, these shares are categorized in common stock to be issued.

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

As of ~~As of~~ March 31, ~~2022~~2023, and June 30, ~~2021,~~2022, the Company has ~~780,132~~769,395 and ~~788,270~~781,132 of shares of Series A Preferred Stock issued and outstanding, respectively.

On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to one of the shareholders in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract.

During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares.

~~During~~On March 27, 2021, Spider Investments, LLC returned 41,000 Series A Preferred Shares to the ~~nine months ended March 31,~~treasury of the Company.

On July 11, 2022, the Company issued ~~4,138,000~~1,000,000 shares of common stock in exchange for the conversion of ~~4,138~~1,000 shares of Series A Preferred Stock.

On October 24, 2022, the Company issued 10,237,000 shares of common stock in exchange for the conversion of 10,237 shares of Series A Preferred Stock.

On March 17, 2023, the Company issued 5,000,000 shares of common stock in exchange for the conversion of 500 shares of Series A Preferred Stock.

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

During the year ended June 30, 2021, the Company issued 1,000,000 shares of Series B Preferred Stock to the Company’s CEO as part of his employment agreement.

In connection with certain advisory board compensation agreements, the Company issued an aggregate ~~19,000,000~~21,250,000 options at an exercise price of $0.12 per share ~~in July and August 2021.~~for the year ended June 30, 2022. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was ~~$3,543,787.~~$3,964,207. The Company recorded compensation expense in the amount of ~~$2,462,108~~$642,492 and $1,887,545 for these options for the nine months ended March 31, ~~2022.~~2023, and 2022, respectively. As of March 31, ~~2022,~~2023, there was ~~$1,125,008~~$59,624 of total unrecognized compensation cost related to ~~non vested~~non-vested portion of options granted.

As of March 31, ~~2022,~~2023, there are ~~19,000,000~~21,250,000 options outstanding, of which ~~4,750,000~~18,031,250 are exercisable. The weighted average remaining term is ~~2.31~~1.17 years.

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

As of March 31, ~~2022~~2023, and June 30, ~~2021,~~2022, the Company had ~~55,512,161~~108,212,161 and ~~8,848,333~~55,512,161 warrants outstanding respectively. The warrants ~~were issued in connection with the Convertible Notes (See Note 6). The warrants have a term of two to five years and an exercise price range from $0.1187 to $0.025.~~ are detailed as follows:

The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair ~~value of $2,933,305.~~values. During the ~~nine months~~year ended ~~March 31,~~June 30, 2022, holders of warrants exercised warrants for ~~4,308,600~~4,305,000 shares of common stock for aggregate proceeds of $128,550. As of March 31, 2023, and June 30, 2022, the weighted average remaining useful life of the warrants was ~~0.83.~~4.0.

On May 12, 2021, on further advice of counsel and in good faith, the Company returned 3,600,000 membership units of American Aviation Technologies, LLC to a former shareholder, which was his consideration provided in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. As a result, this former shareholder was restored to his original shareholding position in American Aviation Technologies, LLC.

On May 12, 2021, the Company’s position in American Aviation Technologies, LLC was reduced to 64%, and therefore the subsidiary is now classified as majority owned.

Effective April 2, 2022 (the “Effective Date”), the Company entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Movychem s.r.o., a Slovakian limited liability company (“Movychem”) setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell™. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC and is owned 50% by each of the Company and Movychem.

The management and control of the Joint Venture is exclusively vested in a management committee (the “Management Committee”) which consists of five members two of whom are appointed by the Company, two of whom are appointed by Movychem and one of whom (the “Independent Member”) is appointed by mutual agreement of the parties. The Independent Member serves for a period of six months for the first two terms with each of the subsequent terms to be for a period of 12 months.

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

Concurrently with the execution of the Joint Venture Agreement, the Joint Venture has entered into a Services Agreement (the “Services Agreement”) with the Company pursuant to which the Company will provide to the Joint Venture technical services related to the exploitation of the Retacell intellectual property and corporate, marketing. business development, communications and administrative services as requested by the Joint Venture in exchange for 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products.

The Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be.

On May 12, 2022, Michael Harper and Lisa Ruth completed their one-year term serving as directors of the Company and have resigned from the board. Their resignations were anticipated and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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

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

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

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

This section of the report should be read together with Footnotes of the Company audited financials for the year ended June 30, ~~2021.~~2022. The unaudited statements of operations for the ~~six~~nine months ended March 31, ~~2022~~2023 and ~~2021~~2022 are compared in the sections below.

Xeriant, Inc. is ~~an aerospace technology~~dedicated to the acquisition, development and ~~advanced~~commercialization of transformative technologies, including eco-friendly specialty materials ~~holding~~which can be successfully deployed and ~~operating company focused on~~integrated across multiple industry sectors, and disruptive innovations related to the emerging aviation market called Advanced Air Mobility, ~~(“AAM”)~~which include next-generation aircraft. We seek to partner with and ~~the transition to green aerospace. The Company plans to source and~~ acquire ~~complementary and~~ strategic interests in visionary companies developing, integrating, and commercializing critical breakthrough technologies which enhance performance, increase safety, and enable and support more efficient, autonomous, and sustainable flight operations, including electrically powered passenger and cargo transport aircraft capable of vertical takeoff and landing.that accelerate this mission. The Company is located at the Research Park at Florida Atlantic University in Boca Raton, Florida.

The Company was originally incorporated in Nevada on December 18, 2009 under the name Eastern World Solutions, Inc. The name changed to Banjo & Matilda, Inc. on September 24, 2013. On June 22, 2020, the Company changed its name from Banjo & Matilda, Inc. to Xeriant, Inc. in the State of Nevada and subsequently approved by FINRA effective July 30, 2020 for the name and symbol change (XERI).

~~On April 16, 2019, the Company entered into a Share Exchange Agreement~~JV with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) and unmanned aerial vehicles (UAVs).

~~On June 28, 2019, the Company spun out two wholly owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.~~

~~On September 30, 2019, the acquisition of AAT closed, and AAT became a wholly owned subsidiary of the Company.~~

~~On June 22, 2020, the name was changed from Banjo & Matilda, Inc. to Xeriant, Inc.~~XTI Aircraft

On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form a new company, called Eco-Aero, LLC (the “JV”), a Delaware limited liability company, with the purpose of completing the preliminary design of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, vertical takeoff, and landing (eVTOL) fixed wing aircraft. Under the Agreement, Xeriant is contributing capital, technology, and strategic business relationships, and XTI is contributing intellectual property licensing rights and know-how. XTI and the Company each own 50 percent of the JV. The JV is managed by a management committee consisting of five members, three appointed by the Company and two by XTI. The Agreement was effective on June 4, 2021, with an initial deposit of $1 million into the JV. Xeriant’s financial commitment is up to $10 million, contributed as needed based on the aircraft development timeline and budget. To date, as of March 31, 2023, Xeriant has contributed $5,475,155 to the Joint Venture.

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

On April 2, 2022 (Amended November 7, 2022), the Company entered into a Joint Venture Agreement with Movychem s.r.o., a Slovakian limited liability company ~~(“Movychem”), called Ebenberg, LLC,~~ setting forth the terms for the establishment of a joint venture (the ~~“JV”~~“Joint Venture”) to develop applications and commercialize a series of ~~flame retardant~~flame-retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name ~~Retacell™~~Retacell^™. The JVJoint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC and is owned 50% by each of the Company and Movychem. ~~The transaction is further described herein under Subsequent Events.~~

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

~~We expect we~~For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than February 15, 2023. The Company is currently in discussions with Movychem with the intent of extending the February 15, 2023 date. At such time as the Company makes its $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem will ~~require additional capital~~transfer all of its rights, title and interest to ~~meet our long-term operating requirements. We expect~~all of the patents related to ~~raise additional capital through, among other things,~~Retacell for an amount equal to aggregate cash contributions of the ~~sale~~Company to the Joint Venture plus 40% of ~~equity or debt securities.~~all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem has granted to the Joint Venture an exclusive worldwide license under the patents.

~~Results~~Concurrently with the execution of ~~Operations~~the Joint Venture Agreement, the Joint Venture has entered into a Services Agreement (the “Services Agreement”) with the Company pursuant to which the Company will provide to the Joint Venture technical services related to the exploitation of the Retacell intellectual property and corporate, marketing. business development, communications and administrative services as requested by the Joint Venture in exchange for 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products.

~~Three months ended March 31, 2022 compared~~Under the Joint Venture Agreement, the Company has agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein.

~~Sales~~Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be. The Company’s position is that Movychem has not met its obligations under the Joint Venture Agreement and ~~Marketing Expense~~

~~Sales and marketing expense was $25,771 for~~has notified Movychem of same. It is uncertain whether or not the ~~three months ended March 31, 2022 compared to $0 for the three months ended March 31, 2021 for investor relations to create market awareness of the Company.~~

Total general and administrative expenses were $799,521 for the three months ended March 31, 2022 compared to $141,897 for the three months ended March 31, 2021. The increase of $657,624 primarily relates to options granted valued at $574,563 for advisory board services.

Total professional fees were $102,646 for the three months ended March 31, 2022 compared to $32,160 for the three months ended March 31, 2022. The increase of $70,486 primary relates to legal fees paid.Joint Venture will move forward as it is currently organized.

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

~~Total related party consulting fees were $135,500 for the three months ended~~As of March 31, 2023 and June 30, 2022, ~~compared~~the Company contributed $ $307,619 and $115,356 to ~~$54,500 for~~ the ~~three months ended March 31, 2022. The increase of $81,000 was primarily related to additional related party consulting expenses coupled with an increase in the pay of existing related party.~~joint venture, respectively.

Total research and development expenses were $7,587 for the three months ended March 31, 2022 compared to $0 for the three months ended March 31, 2021. The research and development costs were related to the development of an aircraft through our Eco-Aero joint venture.

Total other income (expenses) was ($1,733,613) for the three months ended March 31, 2022 compared to ($105,886) for the three months ended March 31, 2021. Total other expenses consist of interest expense on debt, amortization of debt and loss on settlement of debt. The increase of $1,627,727 was primarily related the Company recording amortization of debt discount during the three months ended March 31, 2022 in the amount of $1,598,683.

Total net loss was $2,804,638 for the three months ended March 31, 2022 compared to $2,804,638 for the three months ended March 31, 2021. The increase of $2,470,195 was primarily due to the reasons above.

~~Nine months ended March 31, 2022 compared to the nine months ended March 31, 2021~~

~~Sales and marketing expense was $670,989 for the nine months ended March 31, 2022 compared to $1,000,000 for the nine months ended March 31, 2021.~~

Total general and administrative expenses were $3,120,772 for the nine months ended March 31, 2022 compared to $242,445 for the nine months ended March 31, 2021. The increase of $2,878,327 primarily relates to options granted valued at $1,993,524 for advisory board services and $736,954 from stock issued for services.

Total professional fees were $234,671 for the nine months ended March 31, 2022 compared to $67,397 for the nine months ended March 31, 2021. The increase of $167,274 primary relates to legal fees paid.

Total related party consulting fees were $348,925 for the nine months ended March 31, 2022 compared to $132,500 for the nine months ended March 31, 2021. The increase of $216,425 was primarily related to additional related party expenses coupled with an increase in the pay of existing related party.

Total research and development expenses were $5,207,806 for the nine months ended March 31, 2022 compared to $0 for the nine months ended March 31, 2021. The research and development costs were related to the development of an aircraft through our Eco-Aero joint venture.

Total other income (expenses) was ($3,195,869) for the nine months ended March 31, 2022 compared to ($412,522) for the nine months ended March 31, 2021. Total other expenses consist of interest expense on debt, amortization of debt and loss on settlement of debt. The increase of $2,783,347 was primarily related the Company recording amortization of debt discount during the nine months ended March 31, 2022 in the amount of $3,012,642.

~~Total net loss was $12,779,032 for the nine months ended March 31, 2022 compared to $1,854,864 for nine months ended March 31, 2021. The increase of $10,924,168 was primarily due to the above reasons.~~

Cash used in operations of $6,415,055 during the nine months ended March 31, 2022 was primarily resulted from the increase cash used in operations resulted from increased expenditures on sales and marketing and on R&D. The Company has a net loss of $12,779,032 during the nine months ended March 31, 2021 and offset by non-cash expenses such as stock compensation expense of $2,462,108, stock issued for services of $736,954, and amortization of debt discounts of $3,012,642.

Cash used in operations of $162,557 during the nine months ended March 31, 2021 was primarily a result of our $1,520,421 net loss reconciled with our net non-cash expenses relating to amortization of debt discount and our changes in operating assets and liabilities relating to accounts payable and accrued liabilities.

~~Net cash used in investing activities for the nine months ended March 31, 2022 was $19,990, which consisted of purchase of new equipment.~~

Net cash provided by financing activities for the nine months ended March 31, 2022 was $7,166,000, which consisted of proceeds from the sale of common stock of $2,078,500, cash in the amount of $128,550 from the exercise of warrants, and issuance of convertible debt of $4,958,950.

Net cash provided by financing activities for the nine months ended March 31, 2021 was $143,300, which consisted of proceeds from the sale of common stock of $51,000 and issuance of convertible debt of $92,300.

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2022 and June 30, 2021, the Company had $1,639,495 and $962,540 in cash and $(710,654) and $677,257 in working capital, respectively. For the nine months ended March 31, 2022 and 2021, the Company had a net loss of $12,779,032 and $1,854,864, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has granted a first priority security interest in its asset to Auctus Fund, LLC to secure a convertible note in the principal amount of $6,050,000 which is due on October 27, 2022. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. We have had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire companies with revenue and develop breakthrough technologies or business interests in those companies that have developed these technologies. We are in the process of issuing an offering document to obtain the funding for certain acquisitions that are in the discussion stages. There is no assurance that the Company will be able to obtain such funding and/or working capital. To the extent that funding is not available, the Company will be required to scale back or discontinue its business plan. Even if the Company is able to obtain financing, it may contain undue restrictions of the Company’s operations, or there may be substantial dilution for our shareholders in the case of equity financing or convertible debt financing.

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

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Three months ended March 31, 2023, compared to the three months ended March 31, 2022

Total general and administrative expenses were $226,107 and $799,520 for the three months ended March 31, 2023, and 2022, respectively. In the prior period, there were increased expenses due to stock issuances related to consulting fees and advisory board fees.

Total professional fees were $62,445 and $102,646 for the three months ended March 31, 2023, and 2022, respectively. The decrease was primarily due to less legal fees in the current period.

Total related party consulting fees were $84,000 and $135,500 for the three months ended March 31, 2023, and 2022, respectively. The related party consulting fees for the three months ended March 31 2023 consisted of (i) $40,000 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $14,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $25,000 to Edward DeFeudis, Director, and (iiv) $5,000 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO. The consulting fees for the three months ended March 31, 2022 consisted of i) $60,000 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $28,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $40,000 to Edward DeFeudis, Director, and (iv $7,500 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO.

Total sales and marketing expenses were $14,688 and $25,771 for the three months ended March 31, 2023, and 2022, respectively. During the three months ended March 31, 2023, the Company’s sales and marketing expenses were associated with social media marketing campaigns, events and press releases.

Total research and development expenses were $0 and $7,587 for the three months ended March 31, 2023, and 2022, respectively. These research and development expenses were in connection with our Eco-Aero, LLC joint venture with XTI Aircraft Company for funding the preliminary design phase in the development of an aircraft, called the TriFan 600. There were no expenses for the joint venture for the three months ended March 31, 2023. Research & Development Expenses relating to Movychem/Ebenberg JV are accounted for through Ebenberg, LLC.

Total other expenses consist of amortization of debt discount related to convertible notes, interest expense related to convertible notes, and a loss on settlement of debt. Total other expenses were $2,498 for the three months ended March 31, 2023, compared to $1,733,610 for the three months ended March 31, 2022. The decrease was primarily due to recording the amortization of debt discount from the Auctus convertible note signed in October 2021 and the loss on extinguishment of debt due to the Auctus Note modification.

Total net loss was $389,738 for the three months ended March 31, 2023, compared to $2,808,634 for the three months ended March 31, 2022. The decrease was primarily related to amortization of debt discount of $1,598,683 in the prior period versus $0 in the current period.

Nine months ended March 31, 2023, compared to the nine months ended March 31, 2022

Total general and administrative expenses were $1,112,184 and $3,120,772 for the nine months ended March 31, 2023, and 2022, respectively. In the prior period, there were increased expenses due to stock issuances related to consulting fees and advisory board fees.

Total professional fees were $231,073 and $234,671 for the nine months ended March 31, 2023, and 2022, respectively.

Total sales and marketing expenses were $22,987 and $670,889 for the nine months ended March 31, 2023, and 2022, respectively. During the nine months ended March 31, 2022 the Company’s sales and marketing expenses were associated with social media marketing campaigns, events and press releases.

Total related party consulting fees were $296,000 and $348,925 for the nine months ended March 31, 2023, and 2022, respectively. The related party consulting fees for the nine months ended consisted of (i) $150,000 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $49,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $77,000 to Edward DeFeudis, Director, and (iiii) $20,000 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO. The consulting fees for the nine months ended March 31, 2022 consisted of i) $134,000 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $65,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $92,000 to Edward DeFeudis, Director, and (iiii) $22,500 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO.

Total research and development expenses were $0 and $5,207,806 for the nine months ended March 31, 2023, and 2022, respectively. These research and development expenses were in connection with our Eco-Aero, LLC joint venture with XTI Aircraft Company for funding the preliminary design phase in the development of an aircraft, called the TriFan 600. There were no expenses for the joint venture for the nine months ended March 31, 2023. Research & Development Expenses relating to Movychem/Ebenberg JV are accounted for through Ebenberg, LLC.

Total other expenses consist of amortization of debt discount related to convertible notes, interest expense related to convertible notes, and a loss on settlement of debt. Total other expenses were $4,839,377 for the nine months ended March 31, 2023, compared to $3,195,869 for the nine months ended March 31, 2022. The increase was primarily due to recording the amortization of debt discount from the Auctus convertible note signed in October 2021 and the loss on extinguishment of debt due to the Auctus Note modification.

Total net loss was $6,501,621 for the nine months ended March 31, 2023, compared to $12,779,032 for the nine months ended March 31, 2022. The decrease was primarily related amortization of debt discount of $3,012,642 and $5,207,806 of research and development expenses in the prior period versus $0 of research and development expenses and $461,842 of amortization of debt discount in the current period. The difference was partially offset by the loss on extinguishment of debt in the amount of $4,259,987 for the current period.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. On March 31, 2023 and June 30, 2022, the Company had $104,080 and $1,065,945 in cash and $6,093,241 and $3,002,259 in negative working capital, respectively. On March 31, 2023, the principal balance of the Auctus Senior Secured Promissory Note was $5,900,000 including Accrued Liability of $50,000. The Note matured on March 15, 2023, and the company has been in discussions with Auctus to resolve the liability. For the nine months ended March 31, 2023, and 2022, the Company had a net loss of $6,501,621 and $12,779,032, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

During the nine months ended March 31, 2023, our operating activities used $1,037,035 of net cash used compared to using $6,415,055 of net cash used in our operating activities during the nine months ended March 31 2022. This difference primarily related to a decrease in stock-based compensation and stock issued for services offset by higher amortization of debt discount and loss on settlement of debt.

To date, our operations have been funded primarily through private investors. The company continues to obtain funding from private investors as needed. We have had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire and develop breakthrough technologies or business interests in those companies that have developed these technologies. An S-1 Registration Statement was filed on January 18, 2023, for the purpose of raising capital for the Company to execute its business plan. No assurance can be given that funds will be available, or, if available, will be on terms acceptable to The Company.

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

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

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

At ~~December~~March 31, ~~2021,~~2023, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Keith Duffy our Chief Executive Officer and Brian Carey our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at March 31, ~~2022,~~2023, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial ~~reporting discussed directly below~~.reporting.

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended March 31, ~~2022,~~2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

~~None.~~On May 2, 2023, the Company filed an S-1/A and a response to the SEC's February 15, 2023, comment letter regarding the S-1 filed on January 18, 2023. To date there have been no other significant subsequent events.

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

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

Innovation Centre #11 3998 FAU Boulevard, Suite 309 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip code)

		Page

Special Note regarding Forward-looking Statements		3

PART I – Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	109
Item 4.	Controls and Procedures	109

PART II – Other Information

Item 1.	Legal Proceedings	1110
Item 1A.	Risk Factors	1110
Item 2.	Unregistered Sales of Equity Securities	1110
Item 3.	Defaults Upon Senior Securities	1110
Item 4.	Mine Safety Disclosures	1110
Item 5.	Other Information	1110
Item 6.	Exhibits	1211

Signatures		1312

Condensed Consolidated Balance Sheets as of March 31, ~~2022~~2023 (Unaudited) and June 30, ~~2021~~2022			F-1

Condensed Consolidated Statements of Operations for the three and nine months ended March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)			F-2

Condensed Consolidated Statements of Stockholder’s Equity for the three and nine months ended March 31, ~~2022~~2023 and ~~2021~~2022 (Unaudited)			F-3

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)			F-5

Notes to Unaudited Condensed Consolidated Financial Statements			F-6

XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023
(UNAUDITED)

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				Additional Paid in			Common stock		Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		Capital			to be issued		Deficit			Interest			Total
Balance June 30, 2022		781,132		$	8		1,000,000	$	10		365,239,001	$	3,637		16,351,806		$	51,950	$	(16,571,505	)	$	(2,797,611	)	$	(2,961,705	)

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

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

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

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

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

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

Balance September 30, 2022		780,132			8		1,000,000		10		366,696,144		3,657		18,624,349			51,950		(21,381,601	)		(2,805,036	)		(5,506,663	)

Conversion of Series A Preferred to Common Stock		(10,237	)		-		-		-		10,237,000		112		(112	)		-		-			-			-

Fair value of warrants associated with convertible debt		-			-		-		-		-		-		689,621			-		-			-			689,621

Stock option compensation		-			-		-		-		-		-		209,747			-		-			-			209,747

Net Loss		-			-		-		-		-		-		-			-		(1,287,055	)		(7,307	)		(1,294,362	)

Balance December 31, 2022		769,895			8		1,000,000		10		376,933,144		3,769		19,523,605			51,950		(22,668,656	)		(2,812,343	)		(5,901,657	)

Conversion of Series A Preferred to Common Stock		(500	)		-		-		-		5,000,000		50		(50	)		-		-			-			-

Warrants associated with convertible bridge loans		-			-		-		-		-		-		80,114			-		-			-			80,114

Stock option compensation		-			-		-		-		-		-		126,575			-		-			-			126,575

Net Loss		-			-		-		-		-		-		-			-		(361,909	)		(7,229	)		(369,138	)

Balance March 31, 2023		769,395		$	8		1,000,000	$	10		381,933,144	$	3,819		19,700,387		$	51,950	$	(23,030,565	)	$	(2,819,572	)	$	(6,064,106	)

	March 31, 2023						June 30, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Convertible Bridge Loans	$	-		-		185,810	$	-		-		-

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

	Nine Months Ended March 31,
	2023		2022
Warrants		108,212,161		55,512,161
Stock options		18,031,250		7,968,750
Convertible notes payable		50,968,829		50,968,829
Preferred stock		769,395,000		769,895,000
Total		946,607,240		884,344,740

	Base
Rent Periods	Rent
February 1, 2020 to October 1, 2020	$	4,367
November 1, 2020 to October 1, 2021	$	4,498
November 1, 2021 to October 1, 2022	$	4,633
November 1, 2021 to October 1, 2022	$	4,771
November 1, 2023 to October 1, 2024	$	4,915
November 1, 2024 to January 1, 2025	$	5,063

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

Right-of-use asset is summarized below:
	March 31, 2023
Office lease	$	220,448
Less: accumulated amortization		(125,715	)
Right -of- use asset, net	$	94,733

	March 31,
	2022
Office lease	$	220,448
Less: accumulated amortization		(81,485	)
Right-of-use asset, net	$	138,963

	March 31, 2022
Office lease	$	152,370
Less: current portion		(34,785	)
Long term portion		117,585

Fiscal year ending June 30, 2022	$	14,804
Fiscal year ending June 30, 2023		60,392
Fiscal year ending June 30, 2024		62,201
Fiscal year ending June 30, 2025		37,112
		174,508
Present value discount		(22,138	)
Lease liability	$	152,370

Operating lease liability is summarized below:
	March 31, 2023
Office lease	$	105,049
Less: current portion		(54,169	)
Long term portion		50,880

Maturity of the lease liability is as follows:
Fiscal year ending June 30, 2023		15,245
Fiscal year ending June 30, 2024		62,201
Fiscal year ending June 30, 2025		37,112
		114,558
Present value discount		(9,509	)
Lease liability	$	105,049

	March 31,		June 30,
Convertible Notes Payable	2023		2022
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC	$	5,850,000	$	6,050,000
Total face value		5,850,000		6,050,000
Less unamortized discount		-		(2,113,815	)
Carrying value	$	5,850,000	$	3,936,185

Reacquisition Price:
Modified convertible debt instrument	5,950,000
Fair value of warrants	1,918,393
Cash payment	100,000
	7,968,393
Carrying Value of Original Instrument
Original convertible debt instrument	6,050,000
Debt discount - warrant	(707,585	)
Original issue discount	(341,692	)
Debt discount - BCF	(602,696	)
Carrying value of original debt	4,398,027
Loss on extinguishment	3,570,366

	Inception Dates	Quarter Ended
Quoted market price on valuation date	$0.027 - $0.05		$0.028
Effective contractual conversion rates	$0.09 - $0.012		$0.09 - $0.012
Contractual term to maturity	0.4 -1 year		0.5 – 0.8 year
Market volatility:
Volatility	115% - 135%		135%
Risk-adjusted interest rate	4.32% - 5.14%		4.79 – 4.94%

	Period Ended
	March 31, 2023
Balances at beginning of period	$	-
Issuances:
Convertible Bridge Loans		189,885
Interest accruals		3,258
Changes in fair value inputs and assumptions reflected in income		(817	)
Balances at end of period	$	185,810

	·	to issue 500,000 shares payable at the date of the agreement, 500,000 shares payable three months from the date of the agreement, 500,000 shares payable nine months from the date of the agreement.

	·	Pay a financing fee of 1.5% of gross proceeds received by the Company up to $100,000,000; a financing fee of 1.25% of gross proceeds received by the Company from $100,000,000-$200,000,000, and a financing fee of 1% of gross proceeds received by the Company over $200,000,000

	·	M&A fee of 1.5% of the value of a business or asset sold up to $50,000,000; an M&A fee of 1.25% of value of a business or asset sold from $50,000,000-$100,000,000, an M&A fee of 1% of value of a business or asset sold from $100,000,000-$200,000,000, and an M&A fee of 0.5% of value of a business or asset sold over $200,000,000

	·	Issue 2,225,000 common shares payable at the date of the agreement, and 2,225,000 common shares payable upon an uplisting of the Company’s common stock to a national exchange.

	·	Pay a cash fee of seven percent 7% of the amount of capital raised, invested or committed; and deliver a warrant (the “Agent Warrant”) to purchase shares of the Common Stock equal to seven percent (7%) of the number of shares of Common Stock underlying the securities issued in the Financing.

	·	Pay a cash fee for entering into a transaction including, without limitation, a merger, acquisition or sale of stock or assets equal to ~~one~~one- and ~~one half~~one-half percent (1.5%), or in the event a transaction is consummated with a party that was in communication with the Company prior to the date of this contract, then the fee shall equal one half percent (0.5%).

	·	Voting: The preferred shares shall be entitled to ~~1,000~~100 votes to every one share of common stock.

	·	~~Dividends~~Dividends:: The Series A Preferred Stockholders are treated the same as the Common Stock holders except at the dividend on each share of Series A Convertible Preferred Stock is equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.

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

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

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2021		0	$	-
Granted		19,000,000		0.12
Exercised		-		-
Canceled		-		-
Outstanding at March 31, 2022		19,000,000	$	0.12		2.3	$	-
Vested and expected to vest at March 31, 2022		4,750,000	$	0.12		2.3	$	-
Exercisable at March 31, 2022		4,750,000	$	0.12		2.3	$	-

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility	215.12% - ~~275.73~~275.73%		%
Range of interest rates	0.20% - ~~0.47~~0.47%		%

	Warrants Issued with Convertible Notes	Warrants Issued with Convertible Bridge Loans
Shares indexed to common stock	105,512,161	2,700,000
Exercise price	$0.025 - $0.1187	$0.021
Contractual term to maturity	5 years	5 years
Relative fair values	$2,777,081	$121,316

	Number of Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2021		8,848,333		$	0.03		0.94		-
Granted		50,968,828			0.1187		4.6		-
Exercised		(4,305,000	)		0
Canceled		-			0
Outstanding at March 31, 2022		55,512,161		$	0.111		4.3	$	-
Vested and expected to vest at March 31, 2022		55,512,161		$	0.111		4.3	$	-
Exercisable at March 31, 2022		55,512,161		$	0.111		4.3	$	-

	For the three months ended
	March 31, 2022			March 31, 2021			$			%
Operating expenses:
Sales and marketing expense	$	25,771		$	0		$	25,771			100	%
General and administrative expenses		799,521			141,897			657,624			463.45	%
Professional fees		102,646			32,160			70,486			219.17	%
Related party consulting fees		135,500			54,500			81,000			148.62	%
Research and development expense		7,587			-			7,587			100	%
Total operating expenses		1,071,025			228,557			842,468			368.60	%

Loss from operations		(1,071,025	)		(228,557	)		842,468			369.00	%

Other income (expense):
Amortization of debt discount		(1,598,683	)		(103,225	)		1,495,458			1,448.74	%
Amortization of debt discount, related party		-			-			-		-		%
Interest expense		(134,927	)		(2,661	)		132,266			4970.54	%
Interest expense, related parties		-			-			-		-		%
Gain on forgiveness of accounts payable		-			-			-		-		%
Loss on settlement of debt		(3	)		-			(3	)		100	%
Total other income (expense)		(1,733,613	)		(105,886	)		(1,627,727	)		1537.24	%

Net loss	$	(2,804,638	)		(334,433	)		(2,470,195	)		738.60	%

	For the nine months ended
	March 31, 2022			March 31, 2021			$			%
Operating expenses:
Sales and marketing expense	$	670,989		$	1,000,000		$	(329,011	)		32.9	%
General and administrative expenses		3,120,772			242,445			2,878,327			2,028.50	%
Professional fees		234,671			67,397			167,274			520.1	%
Related party consulting fees		348,925			132,500			216,425			397.1	%
Research and development expense		5,207,806			-			5,207,806			100	%
Total operating expenses		9,583,163			1,442,342			8,140,821			3,561.8	%

Loss from operations		(9,583,163	)		(1,442,342	)		8,140,821			3,561.8	%

Other income (expense):
Amortization of debt discount		(3,012,642	)		(215,635	)		2,797,007			2,709.6	%
Amortization of debt discount, related party		-			(5,000	)		5,000			100	%
Financing fees		(43,750	)		-			(43,750	)		100	%
Interest expense		(138,941	)		(4,857	)		(134,084	)		5,038.9	%
Interest expense, related parties		-			(76	)		76			100	%
Loss on settlement of debt		(536	)		(186,954	)		186,418			100	%
Total other income (expense)		(3,195,869	)		(412,522	)		2,783,347			2,628.6	%

Net loss	$	(12,779,032	)		(1,854,864	)		10,924,168			3,266.4	%

Exhibit Number		Document

~~10.1~~		~~Joint Venture Agreement dated as of April 2, 2022 between Xeriant Inc. and Movychem S.R.O.~~

~~10.2~~		~~Patent and Exclusive License Agreement between Movychem S.R.O. and~~

~~10.3~~		~~Services Agreement dated as of April 2, 2022 between Xertiant, Inc.~~

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

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

	XERIANT, INC.

Date: May ~~16, 2022~~22, 2023	By:	/s/ Keith Duffy
		Keith Duffy Chief Executive Officer (Principal Executive)