Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2019 | Feb. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Cavitation Technologies, Inc. | |
Entity Central Index Key | 0001376793 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 196,997,906 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Interactive Data Current | Yes | |
Entity File Number | 000-53239 | |
Entity Incorporation State Code | NV | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2019 | Jun. 30, 2019 |
Current assets | ||
Cash and cash equivalents | $ 737,000 | $ 649,000 |
Accounts receivable | 16,000 | 240,000 |
Inventory | 69,000 | 57,000 |
Total current assets | 822,000 | 946,000 |
Property and equipment, net | 46,000 | 65,000 |
Operating lease right-of-use asset | 338,000 | 0 |
Other assets | 10,000 | 10,000 |
Total assets | 1,216,000 | 1,021,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 131,000 | 187,000 |
Accrued payroll and payroll taxes due to officers | 892,000 | 892,000 |
Related party payable | 1,000 | 1,000 |
Customer advances | 992,000 | 760,000 |
Operating lease liability, current portion | 53,000 | 0 |
Total current liabilities | 2,069,000 | 1,840,000 |
Operating lease liability, net of current portion | 288,000 | 0 |
Total Liabilities | 2,357,000 | 1,840,000 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2019 and June 30, 2019 respectively | 0 | 0 |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 196,997,906 shares issued and outstanding as of December 31, 2019 and June 30, 2019, respectively | 197,000 | 197,000 |
Additional paid-in capital | 23,284,000 | 23,090,000 |
Accumulated deficit | (24,622,000) | (24,106,000) |
Total stockholders' deficit | (1,141,000) | (819,000) |
Total liabilities and stockholders' deficit | $ 1,216,000 | $ 1,021,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2019 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 196,997,906 | 196,997,906 |
Common Stock, shares outstanding | 196,997,906 | 196,997,906 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 25,000 | $ 353,000 | $ 376,000 | $ 408,000 |
Cost of revenue | 0 | (2,000) | (12,000) | (7,000) |
Gross profit | 25,000 | 351,000 | 364,000 | 401,000 |
General and administrative expenses | 575,000 | 785,000 | 874,000 | 1,089,000 |
Research and development expenses | 4,000 | 6,000 | 6,000 | 8,000 |
Total operating expenses | 579,000 | 791,000 | 880,000 | 1,097,000 |
Net loss | $ (554,000) | $ (440,000) | $ (516,000) | $ (696,000) |
Net loss per share, Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding, Basic and Diluted | 196,997,906 | 196,997,906 | 196,997,906 | 196,797,906 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholder's Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Jun. 30, 2018 | 196,997,906 | |||
Beginning balance, value at Jun. 30, 2018 | $ 197,000 | $ 22,641,000 | $ (23,383,000) | $ (545,000) |
Fair value of warrants granted for services | 115,000 | 115,000 | ||
Fair value of modified warrants | 334,000 | (334,000) | ||
Net loss | (696,000) | (696,000) | ||
Ending balance, shares at Dec. 31, 2018 | 197,997,906 | |||
Ending balance, value at Dec. 31, 2018 | $ 197,000 | 23,090,000 | (24,079,000) | (792,000) |
Beginning balance, shares at Sep. 30, 2018 | 196,997,906 | |||
Beginning balance, value at Sep. 30, 2018 | $ 197,000 | 22,641,000 | (23,639,000) | (801,000) |
Fair value of warrants granted for services | 115,000 | 115,000 | ||
Fair value of modified warrants | 334,000 | 334,000 | ||
Net loss | (440,000) | (440,000) | ||
Ending balance, shares at Dec. 31, 2018 | 197,997,906 | |||
Ending balance, value at Dec. 31, 2018 | $ 197,000 | 23,090,000 | (24,079,000) | (792,000) |
Beginning balance, shares at Jun. 30, 2019 | 196,997,906 | |||
Beginning balance, value at Jun. 30, 2019 | $ 197,000 | 23,090,000 | (24,106,000) | (819,000) |
Fair value of warrants granted for services | 194,000 | 194,000 | ||
Fair value of modified warrants | 0 | |||
Net loss | (516,000) | (516,000) | ||
Ending balance, shares at Dec. 31, 2019 | 196,997,906 | |||
Ending balance, value at Dec. 31, 2019 | $ 197,000 | 23,284,000 | (24,622,000) | (1,141,000) |
Beginning balance, shares at Sep. 30, 2019 | 196,997,906 | |||
Beginning balance, value at Sep. 30, 2019 | $ 197,000 | 23,090,000 | (24,068,000) | (781,000) |
Fair value of warrants granted for services | 194,000 | 194,000 | ||
Net loss | (554,000) | |||
Ending balance, shares at Dec. 31, 2019 | 196,997,906 | |||
Ending balance, value at Dec. 31, 2019 | $ 197,000 | $ 23,284,000 | $ (24,622,000) | $ (1,141,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (516,000) | $ (696,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 19,000 | 21,000 |
Fair value of warrants granted for services | 194,000 | 115,000 |
Fair value of modified warrants | 0 | 334,000 |
Amortization of operating lease right-of-use asset | 30,000 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 224,000 | (124,000) |
Inventory | (12,000) | 7,000 |
Accounts payable and accrued expenses | (56,000) | (38,000) |
Accrued payroll and payroll taxes due to officers | 0 | 0 |
Customer advances | 232,000 | 150,000 |
Operating lease liability | (27,000) | 0 |
Net cash provided by (used in) operating activities | 88,000 | (231,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (15,000) |
Net cash used in investing activities | 0 | (15,000) |
Net increase (decrease) in cash and cash equivalents | 88,000 | (246,000) |
Cash and cash equivalents, beginning of period | 649,000 | 945,000 |
Cash and cash equivalents, end of period | 737,000 | 699,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 1,600 |
1. Organization and Summary of
1. Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 - Organization and Summary of Significant Accounting Policies Cavitation Technologies, Inc. (referred to herein, unless otherwise indicated, as "the Company," "CTi," "we," "us," and "our") is a Nevada corporation originally incorporated under the name Bio Energy, Inc. CTi has developed, patented, and commercialized proprietary technology that may be used in liquid processing applications. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America ("U.S.") and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the six months ended December 31, 2019 are not indicative of the results that may be expected for the fiscal year ending June 30, 2020. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2019 filed on October 15, 2019. The condensed consolidated balance sheet as of June 30, 2019 has been derived from the audited financial statements included in the Form 10-K for that year. Going Concerns The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplates continuation of the Company as a going concern. During the six months ended December 31, 2019, the Company incurred a loss of $516,000 and at December 31, 2019, the Company had a stockholders’ deficit of $1,141,000 and a working capital deficit of $1,247,000. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. In addition, our independent registered public accounting firm, in their report on our audited financial statements for the fiscal year ended June 30, 2019, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include adjustments that might be necessary if the Company is unable to continue as a going concern. Management’s plan is to generate income from operations by continuing to license its technology globally. Currently, we have a Research and Development (R&D) Marketing and Technology License agreements with two customers, Desmet Ballestra Group NV (Desmet) and GEA Westfalia AG We may also attempt to raise additional debt and/or equity financing to fund operations and provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. Principles of Consolidation Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in allowance for bad debts, reserve for inventory obsolescence, impairment analysis for fixed assets, accrual of potential liabilities, the valuation allowance for deferred tax assets, and assumptions used in valuing our stock options, warrants, and common stock issued for services, among other items. Actual results could differ from these estimates. Revenue Recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer. Accounts Receivable The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2019 and December 31, 2019, the Company did not provide any reserve for uncollectible accounts receivable. Lease Prior to July 1, 2019, start of our fiscal year, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases (“ASC 842”), which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its office lease as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The adoption of ASC 842 on July 1, 2019 resulted in the initial recognition of operating lease right-of-use assets of $368,000, lease liabilities for operating leases of $368,000, and a zero cumulative-effect adjustment to accumulated deficit (see Note 3). Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees and non-employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Fair Value Measurement FASB Accounting Standards Codification ("ASC") 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: · Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. · Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. · Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2019 and June 30, 2019, the fair values of cash and cash equivalents, inventory and accounts payable and accrued expenses approximate their carrying values due to their short-term nature. Concentrations Cash is deposited in one financial institution. The balances held at this financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000. The Company’s revenue was mainly derived from sales of its Nano Reactor® and Nano Neutralization® System At December 31, 2019, 100% of accounts receivable was due from EW. At June 30, 2019, 100% of accounts receivable was due from Desmet. As of December 31, 2019, three vendors accounted for 57%, 26% and 11%, respectively, of accounts payable. As of June 30, 2019, three vendors and/or professional consultants accounted for 49%, 33% and 11%, respectively, of accounts payable. Earnings (Loss) Per Share The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price and there were no instruments that would result in issuance of additional shares during the period. As of December 31, 2019, the Company had 11,000,000 stock options and 87,696,511 stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share because their effect would be anti-dilutive. Segments The Company operates in one segment, its nano reactor technology business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. Recent Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning July 1, 2023 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
2. Contracts with Customers
2. Contracts with Customers | 6 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Customers | Note 2 - Contracts with Customers Desmet Ballestra Agreement In October 2018, we signed a three-year global R and D, Marketing and Technology License Agreement with Desmet Ballestra Group NV (Desmet) for the sale and licensing of our reactors. This agreement is a continuation of an original agreement we signed with Desmet in 2012, and amended in 2016. As part of the October 2018 agreement, Desmet agreed to provide us monthly advances of $50,000 through October 1, 2022 to be applied against gross profit share from future sales. During the three and six months ended December 31, 2019, the Company recorded sales of $207,000 from reactor sales and $144,000 from the Company’s share of gross profit for a total revenue of $351,000 from Desmet. During the six months ended December 31, 2018, the Company recorded sales of $85,000 from reactor sales to Desmet and the Company’s share of gross profit of $323,000 for a total revenue of $408,000 from Desmet. During the three months ended December 31, 2018, the Company recorded sales of $30,000 from reactor sales to Desmet and the Company’s share of gross profit of $323,000 for a total revenue of $353,000 from Desmet. At June 30, 2019, advances from Desmet totaled $33,000. During the six months ended December 31, 2019, the Company received advances of $250,000, of which, $144,000 was recorded as revenues. As of December 31, 2019, advances from Desmet totaled $139,000. GEA Westfalia Agreement In January 2017 we entered into a global technology license, R&D and marketing agreement with GEA Westfalia AG (GEA) with respect to our patented Nano Reactor™ technology, processes and applications. Under the agreement, GEA has been granted a worldwide exclusive license to integrate our patented technology into water treatment application, milk and juice pasteurization, and certain food related processes. The license agreement between us and GEA has a three-year term and provides for the payment of $300,000 per year in advanced license fees or share in gross margin or profit to us. As of December 31, 2019, outstanding advances from GEA to be applied to share in gross profit in future period amounted to $873,000. The agreement with GEA is scheduled to expire in March 2020. The Company is currently in negotiations with GEA to renew the agreement. Enviro Watertek, LLC Agreement In April 2019, we entered into a licensing and service contract agreement with Enviro Watertek, LLC (“EW”). This agreement covers our industrial treatment of produced and frack water. Our agreement with EW provides for sales of Nano Reactors® plus recurring revenue stream based on processing frack water volumes and utilization over a 15 year term but can be terminated by either party every anniversary. During the three and six months ended December 31, 2019, the Company recorded revenues of $25,000 from the usage of reactors previously sold to EW in fiscal 2019. There was no sale of reactors during the three and six months ended December 31, 2019 and 2018. Disaggregation of Revenues The following table provides information about disaggregated revenue based on revenue by service lines: Six Months Ended December 31, 2019 2018 Revenues: Revenues from sale of reactors $ 207,000 $ 85,000 Revenue from share of gross profit 144,000 323,000 Revenue from usage fees 25,000 – Total $ 376,000 $ 408,000 Three Months Ended December 31, 2019 2018 Revenues: Revenues from sale of reactors $ – $ 30,000 Revenue from share of gross profit – 323,000 Revenue from usage fees 25,000 – Total $ 25,000 $ 353,000 Advances from distributors Our contracts include advances from distributors. For contracts where the performance obligation is not completed, advances are recorded for any payments received in advance of the performance obligation. Changes in advances from distributors were as follows at December 31, 2019 and 2018: Six Months Ended December 31, 2019 2018 Advances from distributors, beginning of period $ 760,000 $ 427,000 New contract liabilities 376,000 150,000 Performance obligations satisfied (144,000 ) – Advances from distributors, end of period $ 992,000 $ 577,000 |
3. Operating Lease
3. Operating Lease | 6 Months Ended |
Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |
Operating Lease | Note 3 – Operating Lease The Company leases certain warehouse and corporate office space under operating lease agreement. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Six Months Ended December 31, 2019 Lease cost Operating lease cost (included in general and administrative in the Company’s unaudited condensed statement of operations) $ 37,000 Other information Cash paid for amounts included in the measurement of lease liabilities $ 34,000 Weighted average remaining lease term – operating leases (in years) 5.08 Average discount rate – operating leases 4% The supplemental balance sheet information related to leases for the period is as follows: At December 31, 2019 Operating leases Long-term right-of-use assets $ 338,000 Short-term operating lease liabilities $ 53,000 Long-term operating lease liabilities 288,000 Total operating lease liabilities $ 341,000 Year ending June 30 Operating Lease 2020 (remaining 6 months) $ 35,000 2021 71,000 2022 72,000 2023 75,000 2024 78,000 2025 and thereafter 47,000 Total lease payments 378,000 Less: Imputed interest/present value discount (37,000 ) Present value of lease liabilities $ 341,000 |
4. Stockholders' Deficit
4. Stockholders' Deficit | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 4 - Stockholders' Deficit Stock Options The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly-owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non- plan grants. A summary of the stock option activity during the six months ended December 31, 2019 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at June 30, 2019 11,000,000 $ 0.03 3.36 - Granted – – – - Forfeited – – – - Exercised – – – - Expired – – – Outstanding at December 31, 2019, vested and exercisable 11,000,000 $ 0.03 2.86 There was no intrinsic value of the outstanding options as of December 31, 2019 as the exercise price of these options were greater than the market price. The following table summarizes additional information concerning options outstanding and exercisable at December 31, 2019. Options Outstanding Options Exercisable Exercise Price Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) $ 0.03 11,000,000 2.86 $ 0.03 11,000,000 2.86 Stock Warrants A summary of the Company's warrant activity and related information for the six months ended on December 31, 2019 is as follows: Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at June 30, 2019 79,263,176 $ 0.08 4.36 Granted 9,800,000 0.03 – Exercised – Expired (1,366,665 ) Outstanding at December 31, 2019 vested and exercisable 87,696,511 $ 0.07 4.09 During the six months ended December 31, 2019 the Company granted employees warrants to purchase 9,800,000 shares of common stock for services rendered. The warrants are fully vested, exercisable at $0.03 per share, and will expire in ten years. Total fair value of these warrants amounted to $194,000 based upon a Black-Scholes Option Pricing model using the following weighted-average assumptions: December 31, 2019 Risk-free interest rate 1.72% Expected term (years) 5 Expected volatility 250% Expected dividend yield 0% The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the award; the expected term represents the weighted-average period of time the awards granted are expected to be outstanding giving consideration to vesting schedules, contractual terms, and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. There was no intrinsic value of the outstanding warrants as of December 31, 2019 as the exercise price of these warrants were greater than the market price. The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2019. Warrants Outstanding Warrants Exercisable Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) $ 0.03 - 0.08 68,103,184 4.88 $ 0.03 - 0.08 68,103,184 $ 4.88 $ 0.12 19,593,327 4.00 $ 0.12 19,593,327 $ 4.00 87,696,511 87,696,511 |
5. Commitments and Contingencie
5. Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Royalty Agreements On July 1, 2008, the Company entered into Patent Assignment Agreements with two parties, our President and Technology Development Supervisor, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and the Technology Development Supervisor have been assigned to the Subsidiary. In exchange, the Subsidiary agreed to pay a royalty of 5% of gross revenues to each of the President and Technology Development Supervisor for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assumed by Cavitation Technologies on May 13, 2010 from its subsidiary. The Company's President and Technology Development Supervisor both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through December 31, 2019. On April 30, 2008 and as amended on November 22, 2010, our wholly owned subsidiary entered into an employment agreement with our former Director of Chemical and Analytical Department (the "Inventor") to receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of December 31, 2019, no patents have been granted in which this person is the legally named inventor. |
1. Organization and Summary o_2
1. Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America ("U.S.") and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the six months ended December 31, 2019 are not indicative of the results that may be expected for the fiscal year ending June 30, 2020. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2019 filed on October 15, 2019. The condensed consolidated balance sheet as of June 30, 2019 has been derived from the audited financial statements included in the Form 10-K for that year. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplates continuation of the Company as a going concern. During the six months ended December 31, 2019, the Company incurred a loss of $516,000 and at December 31, 2019, the Company had a stockholders’ deficit of $1,141,000 and a working capital deficit of $1,247,000. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. In addition, our independent registered public accounting firm, in their report on our audited financial statements for the fiscal year ended June 30, 2019, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include adjustments that might be necessary if the Company is unable to continue as a going concern. Management’s plan is to generate income from operations by continuing to license its technology globally. Currently, we have a Research and Development (R&D) Marketing and Technology License agreements with two customers, Desmet Ballestra Group NV (Desmet) and GEA Westfalia AG We may also attempt to raise additional debt and/or equity financing to fund operations and provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in allowance for bad debts, reserve for inventory obsolescence, impairment analysis for fixed assets, accrual of potential liabilities, the valuation allowance for deferred tax assets, and assumptions used in valuing our stock options, warrants, and common stock issued for services, among other items. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. The Company also recognizes revenue from its share of gross profit to be earned from distributors, as defined, which we treat as variable consideration and recognize using the most likely amount method. Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the amount of gross profit revenue recognized is limited to the actual amount of cash received under the contract which the Company has determined is not refundable and that a significant future reversal of cumulative revenue under the contract will not occur. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer. |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of our trade accounts receivable based on a number of factors. In circumstances where it becomes aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. At June 30, 2019 and December 31, 2019, the Company did not provide any reserve for uncollectible accounts receivable. |
Lease | Lease Prior to July 1, 2019, start of our fiscal year, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases (“ASC 842”), which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its office lease as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The adoption of ASC 842 on July 1, 2019 resulted in the initial recognition of operating lease right-of-use assets of $368,000, lease liabilities for operating leases of $368,000, and a zero cumulative-effect adjustment to accumulated deficit (see Note 3). |
Share-Based Compensation | Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees and non-employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Fair Value Measurement | Fair Value Measurement FASB Accounting Standards Codification ("ASC") 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: · Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. · Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. · Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2019 and June 30, 2019, the fair values of cash and cash equivalents, inventory and accounts payable and accrued expenses approximate their carrying values due to their short-term nature. |
Concentrations | Concentrations Cash is deposited in one financial institution. The balances held at this financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000. The Company’s revenue was mainly derived from sales of its Nano Reactor® and Nano Neutralization® System At December 31, 2019, 100% of accounts receivable was due from EW. At June 30, 2019, 100% of accounts receivable was due from Desmet. As of December 31, 2019, three vendors accounted for 57%, 26% and 11%, respectively, of accounts payable. As of June 30, 2019, three vendors and/or professional consultants accounted for 49%, 33% and 11%, respectively, of accounts payable. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price and there were no instruments that would result in issuance of additional shares during the period. As of December 31, 2019, the Company had 11,000,000 stock options and 87,696,511 stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share because their effect would be anti-dilutive. |
Segments | Segments The Company operates in one segment, its nano reactor technology business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning July 1, 2023 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
2. Agreements with Distributors
2. Agreements with Distributors (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated revenue based on service lines | Six Months Ended December 31, 2019 2018 Revenues: Revenues from sale of reactors $ 207,000 $ 85,000 Revenue from share of gross profit 144,000 323,000 Revenue from usage fees 25,000 – Total $ 376,000 $ 408,000 Three Months Ended December 31, 2019 2018 Revenues: Revenues from sale of reactors $ – $ 30,000 Revenue from share of gross profit – 323,000 Revenue from usage fees 25,000 – Total $ 25,000 $ 353,000 |
Advances from distributors | Six Months Ended December 31, 2019 2018 Advances from distributors, beginning of period $ 760,000 $ 427,000 New contract liabilities 376,000 150,000 Performance obligations satisfied (144,000 ) – Advances from distributors, end of period $ 992,000 $ 577,000 |
3. Operating Lease (Tables)
3. Operating Lease (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Lease cost | Six Months Ended December 31, 2019 Lease cost Operating lease cost (included in general and administrative in the Company’s unaudited condensed statement of operations) $ 37,000 Other information Cash paid for amounts included in the measurement of lease liabilities $ 34,000 Weighted average remaining lease term – operating leases (in years) 5.08 Average discount rate – operating leases 4% |
Schedule of Operating Lease Liabilities | At December 31, 2019 Operating leases Long-term right-of-use assets $ 338,000 Short-term operating lease liabilities $ 53,000 Long-term operating lease liabilities 288,000 Total operating lease liabilities $ 341,000 |
Schedule of Future Minimum Operating lease payments | Year ending June 30 Operating Lease 2020 (remaining 6 months) $ 35,000 2021 71,000 2022 72,000 2023 75,000 2024 78,000 2025 and thereafter 47,000 Total lease payments 378,000 Less: Imputed interest/present value discount (37,000 ) Present value of lease liabilities $ 341,000 |
4. Stockholders' Deficit (Table
4. Stockholders' Deficit (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Option activity table | Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at June 30, 2019 11,000,000 $ 0.03 3.36 - Granted – – – - Forfeited – – – - Exercised – – – - Expired – – – Outstanding at December 31, 2019, vested and exercisable 11,000,000 $ 0.03 2.86 |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Exercise Price Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) $ 0.03 11,000,000 2.86 $ 0.03 11,000,000 2.86 |
Schedule of warrant activity | Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at June 30, 2019 79,263,176 $ 0.08 4.36 Granted 9,800,000 0.03 – Exercised – Expired (1,366,665 ) Outstanding at December 31, 2019 vested and exercisable 87,696,511 $ 0.07 4.09 |
Assumptions | December 31, 2019 Risk-free interest rate 1.72% Expected term (years) 5 Expected volatility 250% Expected dividend yield 0% |
Schedule of warrants outstanding and exercisable | Warrants Outstanding Warrants Exercisable Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Remaining Life (Years) $ 0.03 - 0.08 68,103,184 4.88 $ 0.03 - 0.08 68,103,184 $ 4.88 $ 0.12 19,593,327 4.00 $ 0.12 19,593,327 $ 4.00 87,696,511 87,696,511 |
1. Organization and Summary o_3
1. Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Jul. 02, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | |
Net loss | $ (554,000) | $ (440,000) | $ (516,000) | $ (696,000) | |||||
Stockholders' deficit | (1,141,000) | $ (792,000) | (1,141,000) | $ (792,000) | $ (819,000) | $ (781,000) | $ (801,000) | $ (545,000) | |
Right of use operating asset | 338,000 | 338,000 | $ 0 | ||||||
Right of use operating lease liability | $ 341,000 | $ 341,000 | |||||||
ASC 842 [Member] | |||||||||
Right of use operating asset | $ 368,000 | ||||||||
Right of use operating lease liability | $ 368,000 | ||||||||
Revenues [Member] | Desmet [Member] | |||||||||
Concentration percentage | 94.00% | 100.00% | |||||||
Revenues [Member] | Desmet and Enviro [Member] | |||||||||
Concentration percentage | 100.00% | 100.00% | |||||||
Accounts Receivable [Member] | Desmet [Member] | |||||||||
Concentration percentage | 100.00% | ||||||||
Accounts Receivable [Member] | Enviro [Member] | |||||||||
Concentration percentage | 100.00% | ||||||||
Accounts Payable [Member] | A Vendor [Member] | |||||||||
Concentration percentage | 57.00% | 49.00% | |||||||
Accounts Payable [Member] | A Vendor [Member] | |||||||||
Concentration percentage | 26.00% | 33.00% | |||||||
Accounts Payable [Member] | A Vendor [Member] | |||||||||
Concentration percentage | 11.00% | 11.00% | |||||||
Options [Member] | |||||||||
Antidilutive shares outstanding | 11,000,000 | ||||||||
Warrants [Member] | |||||||||
Antidilutive shares outstanding | 87,696,511 |
2. Contracts with Customers (De
2. Contracts with Customers (Details - Disaggregated Revenue) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 25,000 | $ 353,000 | $ 376,000 | $ 408,000 |
Reactor Sales [Member] | ||||
Revenues | 0 | 30,000 | 207,000 | 85,000 |
Share of Gross Profit [Member] | ||||
Revenues | 0 | 323,000 | 144,000 | 323,000 |
Usage Fees [Member] | ||||
Revenues | $ 25,000 | $ 0 | $ 25,000 | $ 0 |
2. Contracts with Customers (_2
2. Contracts with Customers (Details - Advances from Distributors) - USD ($) | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Advances from distributors, beginning of period | $ 760,000 | $ 427,000 |
New contract liabilities | 376,000 | 150,000 |
Performance obligations satisfied | (144,000) | 0 |
Advances from distributors, end of period | $ 992,000 | $ 577,000 |
2. Contracts with Customers (_3
2. Contracts with Customers (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Revenues | $ 25,000 | $ 353,000 | $ 376,000 | $ 408,000 | |
Advances from distributor | 992,000 | 992,000 | $ 760,000 | ||
Desmet [Member] | |||||
Revenues | 353,000 | 351,000 | 408,000 | ||
Advances from distributor | 139,000 | 139,000 | $ 33,000 | ||
Proceeds from distributors | 250,000 | ||||
GEO Westfalia [Member] | |||||
Advances from distributor | 873,000 | 873,000 | |||
Reactor Sales [Member] | Desmet [Member] | |||||
Revenues | 207,000 | 30,000 | 207,000 | 85,000 | |
Reactor Sales [Member] | GEO Westfalia [Member] | |||||
Revenues | 0 | ||||
Reactor Sales [Member] | Envirot [Member] | |||||
Revenues | 0 | 0 | |||
Reactor Sales [Member] | Envirot [Member] | Previously Sold [Member] | |||||
Revenues | 25,000 | 25,000 | |||
Gross Profit Share [Member] | Desmet [Member] | |||||
Revenues | $ 144,000 | $ 323,000 | 144,000 | $ 323,000 | |
Gross Profit Share [Member] | GEO Westfalia [Member] | |||||
Revenues | $ 0 |
3. Operating Lease (Details - L
3. Operating Lease (Details - Lease Cost) | 6 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease cost | $ 37,000 |
Cash paid for amounts included in measurement of lease liabilities | $ 34,000 |
Weighted average remaining lease term- operating leases (in years) | 5 years 29 days |
Average discount rate- operating leases | 4.00% |
3. Operating Lease (Details - O
3. Operating Lease (Details - Operating Leases) - USD ($) | Dec. 31, 2019 | Jun. 30, 2019 |
Lessee Disclosure [Abstract] | ||
Long-term right-of-use assets | $ 338,000 | $ 0 |
Short-term operating lease liabilities | 53,000 | 0 |
Long-term operating lease liabilities | 288,000 | $ 0 |
Total operating lease liabilities | $ 341,000 |
3. Operating Lease (Details -_2
3. Operating Lease (Details - Operating Lease Minimum payments) | Dec. 31, 2019USD ($) |
Lessee Disclosure [Abstract] | |
2020 (remaining 6 months) | $ 35,000 |
2021 | 71,000 |
2022 | 72,000 |
2023 | 75,000 |
2024 | 78,000 |
2025 and thereafter | 47,000 |
Total lease payments | 378,000 |
Less: imputed interest/present value discount | (37,000) |
Operating Lease liability | $ 341,000 |
4. Stockholders' Deficit (Detai
4. Stockholders' Deficit (Details - Option activity) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jun. 30, 2019 | |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life, options outstanding | 3 years 4 months 9 days | |
Options [Member] | ||
Options | ||
Options outstanding, beginning balance | 11,000,000 | |
Options granted | 0 | |
Options forfeited | 0 | |
Options exercised | 0 | |
Options expired | 0 | |
Options outstanding, ending balance | 11,000,000 | 11,000,000 |
Options exercisable | 11,000,000 | 11,000,000 |
Weighted Average Exercise Price | ||
Weighted average exercise price, options outstanding, beginning price | $ 0.03 | |
Weighted average exercise price, options granted | ||
Weighted average exercise price, options forfeited | ||
Weighted average exercise price, options exercised | ||
Weighted average exercise price, options expired | ||
Weighted average exercise price, options outstanding, ending price | 0.03 | $ 0.03 |
Weighted average exercise price, options exercisable | $ 0.03 | |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life, options outstanding | 2 years 10 months 10 days | |
Weighted average remaining contractual life, options exercisable | 2 years 10 months 10 days |
4. Stockholders' Deficit (Det_2
4. Stockholders' Deficit (Details - Options by exercise price) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jun. 30, 2019 | |
Weighted average remaining life options outstanding | 3 years 4 months 9 days | |
$0.03 Exercise Price [Member] | ||
Weighted average remaining life options outstanding | 2 years 10 months 10 days | |
Weighted average exercise price options outstanding | $ 0.03 | |
Weighted average remaining life options exercisable | 2 years 10 months 10 days | |
Options [Member] | ||
Number of shares outstanding | 11,000,000 | 11,000,000 |
Weighted average remaining life options outstanding | 2 years 10 months 10 days | |
Weighted average exercise price options outstanding | $ 0.03 | $ 0.03 |
Number of shares exercisable | 11,000,000 | 11,000,000 |
4. Stockholders' Deficit (Det_3
4. Stockholders' Deficit (Details - Warrant activity) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jun. 30, 2019 | |
Weighted Average Remaining Contractual Life | ||
Weighted average remaining contractual life | 4 years 4 months 9 days | |
Warrants [Member] | ||
Warrants | ||
Warrants outstanding, beginning balance | 79,263,176 | |
Warrants granted | 9,800,000 | |
Warrants exercised | 0 | |
Warrants expired | (1,366,665) | |
Warrants outstanding, ending balance | 87,696,511 | 79,263,176 |
Warrants exercisable | 87,696,511 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, warrants outstanding, beginning price | $ 0.08 | |
Weighted average exercise price, warrants granted | 0.03 | |
Weighted average exercise price, warrants outstanding, ending price | $ 0.07 | $ 0.08 |
Weighted Average Remaining Contractual Life | ||
Weighted average remaining contractual life | 4 years 1 month 2 days | |
Weighted average remaining contractual life, warrants exercisable | 4 years 1 month 2 days |
4. Stockholders' Deficit (Det_4
4. Stockholders' Deficit (Details - Assumptions) | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Risk-free interest rate | 1.72% |
Expected term (years) | 5 years |
Expected volatility | 250.00% |
Expected dividend yield | 0.00% |
4. Stockholders' Deficit (Det_5
4. Stockholders' Deficit (Details - Warrants by exercise price) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jun. 30, 2019 | |
Weighted average remaining life warrants outstanding | 4 years 4 months 9 days | |
$0.03-$0.08 [Member] | ||
Number of warrant shares outstanding | 68,103,184 | |
Weighted average remaining life warrants outstanding | 4 years 10 months 17 days | |
Number of warrant shares exercisable | 68,103,184 | |
$0.12 [Member] | ||
Number of warrant shares outstanding | 19,593,327 | |
Weighted average remaining life warrants outstanding | 4 years | |
Weighted average exercise price warrants outstanding | $ 0.12 | |
Number of warrant shares exercisable | 19,593,327 | |
Weighted average exercise price warrants exercisable | $ 0.12 | |
Warrants [Member] | ||
Number of warrant shares outstanding | 87,696,511 | 79,263,176 |
Weighted average remaining life warrants outstanding | 4 years 1 month 2 days | |
Weighted average exercise price warrants outstanding | $ 0.07 | $ 0.08 |
Number of warrant shares exercisable | 87,696,511 |
4. Stockholders' Deficit (Det_6
4. Stockholders' Deficit (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Fair value of warrants | $ 194,000 | $ 115,000 | |
Warrants [Member] | |||
Warrants vested | 77,896,511 | ||
Warrants granted | 9,800,000 | ||
Warrant exercisable price per share | $ 0.07 | $ 0.08 | |
Intrinsic value of warrants | $ 0 | ||
Warrants [Member] | Employees [Member] | |||
Warrants granted | 9,800,000 | ||
Warrant exercisable price per share | $ 0.03 | ||
Warrant expiration term | 10 years | ||
Fair value of warrants | $ 194,000 | ||
Options [Member] | |||
Options vested | 11,000,000 | ||
Intrinsic value of options outstanding | $ 0 |