Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-19333 | |
Entity Registrant Name | Bion Environmental Technologies, Inc | |
Entity Central Index Key | 0000875729 | |
Entity Tax Identification Number | 84-1176672 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 9 East Park Court | |
Entity Address, City or Town | Old Bethpage | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11804 | |
City Area Code | 516 | |
Local Phone Number | 586-5643 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BNET | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,625,575 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash | $ 1,897,981 | $ 3,160,442 |
Prepaid expenses | 134,253 | 157,550 |
Deposits and other assets | 1,000 | 1,000 |
Total current assets | 2,033,234 | 3,318,992 |
Operating lease right-of-use asset | 132,881 | 145,787 |
Property and equipment, net (Note 3) | 3,248,610 | 2,895,558 |
Total assets | 5,414,725 | 6,360,337 |
Current liabilities: | ||
Accounts payable and accrued expenses | 549,425 | 1,360,644 |
Deferred compensation (Note 4) | 654,349 | 594,798 |
Loan payable and accrued interest (Note 5) | ||
Total current liabilities | 1,203,774 | 1,955,442 |
Operating lease liability | 132,113 | 128,864 |
Convertible notes payable - affiliates (Note 6) | 5,212,286 | 5,170,610 |
Total liabilities | 6,548,173 | 7,254,916 |
Bion's stockholders' equity (deficit): | ||
Common stock, no par value, 250,000,000 shares authorized, 44,303,654 and 43,758,820 shares issued, respectively; 43,599,345 and 43,054,511 shares outstanding, respectively | ||
Additional paid-in capital | 124,300,604 | 123,620,046 |
Subscription receivable - affiliates (Note 8) | (504,650) | (504,650) |
Accumulated deficit | (124,966,975) | (124,047,548) |
Total Bion's stockholders’ deficit | (1,171,021) | (932,152) |
Noncontrolling interest | 37,573 | 37,573 |
Total deficit | (1,133,448) | (894,579) |
Total liabilities and deficit | 5,414,725 | 6,360,337 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock | ||
Total current liabilities | 0 | |
Series A Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock | ||
Bion's stockholders' equity (deficit): | ||
Total deficit | ||
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock | ||
Bion's stockholders' equity (deficit): | ||
Total deficit |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Common Stock, Par or Stated Value Per Share | $ 0 | |
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 44,303,654 | 43,758,820 |
Common Stock, Value, Outstanding | $ 43,599,345 | $ 43,054,511 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000 | 50,000 |
Preferred stock, issued (in shares) | 0 | 200 |
Preferred stock, outstanding (in shares) | 0 | 200 |
Preferred stock, liquidation | $ 0 | $ 40,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000 | 50,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 60,000 | 60,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses: | ||
General and administrative (including stock-based compensation) | 866,494 | 491,133 |
Depreciation | 330 | 248 |
Research and development (including stock-based compensation) | 28,443 | 61,809 |
Total operating expenses | 895,267 | 553,190 |
Loss from operations | (895,267) | (553,190) |
Other (income) expense: | ||
Interest income | (1,935) | (1,494) |
Interest expense | 26,095 | 112,180 |
Total other expense | 24,160 | 110,686 |
Net loss | (919,427) | (663,876) |
Net loss attributable to the noncontrolling interest | 506 | |
Net loss applicable to Bion's common stockholders | $ (919,427) | $ (663,370) |
Net loss applicable to Bion's common stockholders per basic and diluted common share | $ (0.02) | $ (0.02) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 43,451,846 | 40,719,692 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 121,399,067 | $ (504,650) | $ (132,339,873) | $ 39,117 | $ (11,406,339) | |||
Beginning balance, shares at Jun. 30, 2021 | 41,315,986 | |||||||
Warrants exercised for common shares | 104,500 | 104,500 | ||||||
Warrants exercised for common shares , shares | 139,334 | |||||||
Commissions on warrant exercises | (1,000) | (1,000) | ||||||
Commissions on warrant exercises , shares | 10,000 | |||||||
Conversion of debt and liabilities | 5,126 | 5,126 | ||||||
Conversion of debt and liabilities, shares | 10,253 | |||||||
Net loss | (663,370) | (506) | (663,876) | |||||
Ending balance, value at Sep. 30, 2021 | 121,507,693 | (504,650) | (133,003,243) | 38,611 | (11,961,589) | |||
Ending balance, shares at Sep. 30, 2021 | 41,475,573 | |||||||
Beginning balance, value at Jun. 30, 2022 | 123,620,046 | (504,650) | (124,047,548) | 37,573 | (894,579) | |||
Beginning balance, shares at Jun. 30, 2022 | 43,758,820 | |||||||
Sale of units | 320,000 | 320,000 | ||||||
Sale of units, shares | 320,000 | |||||||
Warrants exercised for common shares | 56,125 | 56,125 | ||||||
Warrants exercised for common shares , shares | 74,834 | |||||||
Issuance of units for services | 80,000 | 80,000 | ||||||
Issuance of units for services, shares | 50,000 | |||||||
Issuance of warrants for services | 15,000 | 15,000 | ||||||
Conversion of debt and liabilities | 50,000 | 50,000 | ||||||
Conversion of debt and liabilities, shares | 100,000 | |||||||
Modification of warrants | 159,433 | 159,433 | ||||||
Net loss | (919,427) | (919,427) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 124,300,604 | $ (504,650) | $ (124,966,975) | $ 37,573 | $ (1,133,448) | |||
Ending balance, shares at Sep. 30, 2022 | 44,303,654 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (919,427) | $ (663,876) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 330 | 248 |
Accrued interest on loans payable, deferred compensation and other | 26,096 | 121,111 |
Stock-based compensation | 154,933 | |
Stock-based compensation for services | 95,000 | |
Decrease (increase) in prepaid expenses | 23,297 | 33,753 |
Increase (decrease) in accounts payable and accrued expenses | (787,276) | 59,367 |
Decrease in operating lease assets and liabilities | 16,155 | |
Increase in deferred compensation | 75,000 | 99,400 |
Net cash used in operating activities | (1,315,892) | (349,997) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (322,694) | (7,490) |
Net cash used in investing activities | (322,694) | (7,490) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants | 56,125 | 104,500 |
Commissions on exercise of warrants | (1,000) | |
Proceeds from sale of units | 320,000 | |
Net cash provided by financing activities | 376,125 | 103,500 |
Net decrease in cash | (1,262,461) | (253,987) |
Cash at beginning of year | 3,160,442 | 4,216,321 |
Cash at end of year | 1,897,981 | 3,962,334 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Non-cash investing and financing transactions: | ||
Conversion of debt and liabilities into notes payable | 23,943 | |
Conversion of deferred compensation to notes payable | 20,000 | |
Conversion of notes payable into shares | 50,000 | |
Capitalized interest in property and equipment | 30,688 | |
Shares issued for warrant exercise commissions | 7,500 | |
Shares issued for accounts payable | 5,126 | |
Purchase of property and equipment for accounts payable | $ 54,800 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS | 3 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS | 1. ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS Organization and nature of business: Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado. Bion’s mission is to create extraordinary value for our shareholders and employees (all of whom own securities in the Company) while delivering premium, sustainable products to our customers through ventures developing profitable, transparent, and sustainable solutions for livestock agriculture. Our patented and proprietary technology provides advanced waste treatment and resource recovery for large-scale livestock production facilities (also known as “Concentrated Animal Feeding Operations” or “CAFOs"). Livestock production and its waste, particularly from CAFOs, has been identified as one of the greatest soil, air, and water quality problems in the U.S. today. Application of our third-generation technology and business/technology platform (“Gen3Tech”) can largely mitigate these environmental problems, while simultaneously improving operational/ resource efficiencies by recovering high-value co-products from the CAFOs’ waste stream. These waste stream ‘assets’ – nutrients and methane – have traditionally been wasted or underutilized and are the same ‘pollutants’ that today fuel harmful algae blooms, contaminate groundwater, and exacerbate climate change. Bion’s business model and technology platform can create the opportunity for joint ventures s (in various contractual forms) (“JVs”) between the Company and large livestock/food/fertilizer industry participants based upon the supplemental cash flow generated by implementation of our Gen3Tech business model, which cash flows will support the costs of technology implementation (including servicing related debt). We anticipate this will result in substantial long-term value for Bion. In the context of such JVs, we believe that the verifiable sustainable branding opportunities (conventional and organic) in meat will represent the single largest enhanced revenue contributor provided by Bion to the JVs (and Bion licensees). The Company believes that the largest portion of its business with be conducted through such JVs, but a material portion may involve licensing and or other approaches. Bion’s Gen3 Tech was designed to capture and stabilize these assets and produce renewable energy, fertilizer products, and clean water as part of the process of raising verifiably sustainable livestock. All steps and stages in the treatment process will be third-party verified, providing the basis for additional revenues, including renewable energy-related credits and, eventually, payment for ecosystem services, such as nutrient credits as described below. The same verified data will be used to substantiate the claims of a USDA-certified sustainable brand that will support premium pricing for the meat/ animal protein products that are produced in Bion facilities. During the first half of 2022 Bion began marketing our sustainable beef to retailers, food service distributors and the meat industry in the U.S. In general, the response has been favorable. During July 2023, Bion announced a letter of intent (“Ribbonwire LOI”) to develop its first large-scale commercial project, a 15,000-head sustainable beef cattle feeding operation together with the Ribbonwire Ranch, in Dalhart, Texas (with a provision to expand to 60,000 head) (“Dalhart Project”). The Dalhart Project will be developed to produce blockchain-verified, sustainable beef (with reduced the stress on cattle caused by extreme weather and temperatures and resulting higher feed/weight gain efficiency) while remediating the environmental impacts associated usually associated with cattle CAFOs. Bion’s patented technology will refine the waste stream into valuable coproducts that include clean water, renewable natural gas (RNG), photovoltaic solar electricity and organic fertilizer products. We anticipate converting the Ribbonwire LOI into a definitive joint venture agreement with Ribbonwire Ranch and creating distribution agreements with key retailers and food service distributors during the next six months. Our business plan is focused on executing multiple agreements and letters of intent related to additional sustainable beef joint venture projects over the next twelve months while moving forward with the Initial Project (see below) and the Dalhart Project (and/or other Gen3Tech beef joint venture projects) and pursuing other opportunities in the livestock industry enabled by our Gen3 Tech business model. The Ribbonwire LOI announcement has generated significant interest within the livestock industry (among ranchers, feedlot operators, farmers and other AG industry parties). We believe that this interest, combined with consumer interest in ‘sustainable products’ and growing enthusiasm among some livestock industry parties for environmental/sustainable/regenerative practices, may provide Bion (and its partners/venturers) with an opportunity to move forward with a truly sustainable solution in this industry segment. During the next six months, the Company intends to construct and begin operations of phase 1 of our Initial Project located near Fair Oaks, Indiana. Bion expects the Initial Project to provide data that illustrates the effectiveness of our Gen3Tech in a commercial setting by the end of the 2 nd Bion is now focused primarily on: i) development/construction of the Initial Project, our initial commercial-scale Gen3Tech installation, ii) development/construction of the Dalhart Project (and/or other Gen3Tech beef joint venture projects), iii) developing applications and markets for its low carbon organic fertilizer products and its sustainable (conventional and organic) animal protein products, and iv) discussions regarding initiation and development of agreements and joint ventures (“JVs” as discussed below) (and related projects) based on the augmented capabilities of our Gen3Tech business platform (in the sustainable beef and other livestock segments), while (v) continuing to pursue business opportunities related to large retrofit projects (such as the Kreider poultry project JV described below) and vi) ongoing R&D activities. HISTORY, BACKGROUND AND CURRENT ACTIVITIES Since the Company’s inception, Bion has designed and developed advanced waste treatment systems for livestock. The first and second generations of Bion’s technology platform were biological systems, primarily focused on nutrient control. Over 30 of these systems were deployed at New York dairies, Florida food processing facilities and dairies, North Carolina hog farms, a Texas dairy and a Pennsylvania dairy (“Kreider 1 Project”). The systems were highly effective at their intended purpose: capturing nitrogen and phosphorus. They produced BionSoil as a byproduct, which was a remarkably effective soil amendment/ fertilizer product, but whose value was not enough to support a viable business model. As such, these early technology iterations were entirely dependent on either implementation of new regulations requiring waste treatment, or subsidy/ incentive programs that would provide ‘payment for ecosystem services’. By the mid-2010’s, it became apparent that neither of these options were imminent or even assured, so the Company initiated the steps to reimagine and redesign its technology. From 2016 to 2021 fiscal years, the Company focused most of its activities and resources on developing, testing and demonstrating the third generation of its technology and technology platform (“Gen3Tech”) that was developed with an emphasis producing more valuable co-products from the waste treatment process, including renewable natural gas and ammonium bicarbonate, a low-carbon, organic ’pure’ nitrogen fertilizer product while raising sustainable livestock. The $175 billion U.S. livestock industry is under intense scrutiny for its environmental and public health impacts – its ‘environmental sustainability’-- at the same time it is struggling with declining revenues and margins (derived in part from clinging to its historic practices and resulting limitations and impacts) which threaten its ‘economic sustainability’. Its failure to adequately respond to consumer concerns including food safety, environmental impacts, and inhumane treatment of animals have provided impetus for plant-based alternatives such as Beyond Meat and Impossible Burger (and many others) being marketed as “sustainable” alternatives for this growing consumer segment of the market. The Company believes that its Gen3Tech, in addition to providing superior environmental remediation, creates opportunities for large scale production of i) verifiably sustainable-branded livestock products and ii) verifiably sustainable organic-branded livestock products, both of which will command premium pricing (in part due to ongoing monitoring and third-party verification of environmental performance which will provide meaningful assurances to both consumers and regulatory agencies). Each of these two distinct market segments (which the Company intends to pursue in parallel) presents a large production/marketing opportunity for Bion. Our Gen3Tech will also produce (as co-products) biogas, solar photovoltaic electricity in appropriate locations, and valuable low carbon organic fertilizer products, which can be utilized in the production of organic grains for use as feed for raising organic livestock (some of which may be utilized in the Company’s JV projects) and/or marketed to the growing organic fertilizer market. During July 2022, the Company entered into a letter of intent with Ribbonwire Ranch (Dalhart, Texas) (“Ribbonwire LOI”) setting forth the parties’ intention to negotiate a joint venture agreement and enter into a joint venture to develop and operate an initial 15,000 a) innovative cattle barns (with slatted floors to facilitate movement of manure to the anaerobic digester and potentially solar PV generation on the rooftops which barns will improve the living conditions of the animals while increasing feeding/weight gain efficiency, b) ‘customized’ anaerobic digestion systems (including pretreatment to increase renewable natural gas (‘RNG’) production and an RNG cleaning system (which will include capture/recycling of the CO2) to allow pipeline sales and monetization of related environmental credits, c) a Bion GEN3 Tech module (which will utilize the recycled CO2 to increase ammonium bicarbonate recovery) for the production of ammonium bicarbonate fertilizer for use in organic crop production (plus residual organic solids and clean water), d) which will produce verifiably sustainable beef products with USDA certified branding. The Dalhart Project will include expansion capability up to 60,000 head of cattle, in aggregate, located at/around/contiguous to the initial facilities on Ribbonwire property. The opportunity presented by the Ribbonwire LOI to commercialize the Company’s Gen3Tech and business model matured more quickly than anticipated (reflecting strong industry and public momentum in favor of verifiably sustainable food ventures). As a result, we have shifted our plans to focus resources and make our initial 15,000 head operation in Dalhart, TX a reality as soon as possible. To place the Ribbonwire LOI and the Dalhart Project in the context of Company’s business plan (and our prior public disclosure), if the contemplated venture moves forward on the timelines set forth in the Ribbonwire LOI, active development of the Dalhart Project will commence early in the second quarter of 2023. Prior to such activity, the Company intends to construct and operate the initial phase of the previously announced Gen3 Tech demonstration project near Fair Oaks, Indiana (“Initial Project”): i) to validate our existing data and modeling at commercial scale and ii) to optimize the Bion 3G Tech module for finalization of design parameters and fabrication details of our planned 15,000 head commercial facilities (including the Dalhart Project). For the purposes of this initial phase, the Company, in order to accelerate the data acquisition phase, intends to utilize anaerobic digester effluent from the nearby/contiguous Fair Oaks dairy. Construction and related activities of this demonstration project have commenced with main module assembly on site targeted to commence during January 2023 (somewhat delayed due to supply chain constraints) followed by operations through the first half of 2023 to generate the required information. Thereafter, the Company will evaluate what, if any, additional facilities and testing will take place at that location. The Company anticipates that it will negotiate additional letters of intent and enter into additional joint ventures related to the development of further commercial-scale sustainable beef projects over the next 6-18 months in addition to the Dalhart Project. As previously disclosed, during late September 2021, Bion entered into a lease for the development site of the Initial Project, our initial commercial scale Gen3Tech project, which Initial Project will be located on approximately four (4) acres of leased land near Fair Oaks, Indiana, and a related agreement regarding disposal of certain manure effluent with the Curtis Creek Dairy unit of Fair Oaks Farms (“FOF”). Design and pre-development work commenced during August 2021 and preliminary surveying, site engineering and other work is now underway along with site-specific engineering and design work. The Initial Project was initially planned to be an environmentally sustainable beef cattle feeding facility, equipped with state-of-the-art housing and Bion’s 3G-Tech platform to provide waste treatment and resource recovery. Bion has designed the project to house and feed approximately 300 1,500 The Initial Project is not being developed at economic commercial scale or with an expectation of profitability due to its limited scale. However, successful installation, commissioning, and operations will demonstrate scalability, determine operating parameters at scale, and provide ongoing production and engineering capabilities, all being critical steps that must be accomplished before developing large projects with JV partners. Specifically, the Initial Project is being developed to provide and/or accomplish the following: i. Proof of Gen3Tech platform scalability - Document system efficiency and environmental benefits and enable final engineering modifications to optimize each unit process within the Bion Gen3technology platform. - Environmental benefits will include (without limitation) renewable energy production (natural gas recovery from AD and solar electric from integrated roof top photovoltaic generation); nutrient recovery and conversion to stable organic fertilizer; pathogen destruction; water recovery and reuse; air emission reductions. ii. Use Bion’s data collection system to support 3rd party verified system efficiency requirement to qualify for USDA Process-Verified-Program (PVP): certification of sustainable branded beef (and potentially pork) product metrics. iii. Produce sufficient ammonium bicarbonate nitrogen fertilizer (“AD Nitrogen”) for commercial testing by potential joint venture partners and/or purchasers and for university growth trials. iv. Produce sustainable beef products for initial test marketing efforts. The Initial Project will be carried out in stages with phase one focused on portions of items i. and iii. set forth above. Upon completing the primary goals of phase 1 of the Initial Project, (coupled with obtaining organic certifications(s) for our for our solid ammonium bicarbonate fertilizer product line), Bion expects to be ready to move forward with its plans for development of much larger facilities including the Dalhart Project. The Company anticipates that discussions and negotiations it has begun (together with additional opportunities that will be generated over the next 6-12 months) regarding potential JVs with strategic partners in the financial, livestock and food distribution industries to develop large scale projects will continue during the development/construction of the Initial Project with a 2023 goal of establishing multiple JV’s for large scale projects that will produce sustainable and/or sustainable-organic corn-fed beef. These products will be supported by a USDA PVP-certified sustainable brand that will, initially, highlight reductions in carbon and nutrient footprint, as well as pathogen reductions associated with foodborne illness and antibiotic resistance, along with the organic designation where appropriate. Bion has successfully navigated the USDA PVP application process previously, having received conditional approval of its 2G Tech platform (pending resubmission and final site audits), and is confident it will be successful in qualifying its Gen3Tech platform. After the basic technology start-up milestones of the Initial Project (primarily optimization and steady-state operations of the core modules of our Gen3Tech platform) have been met, the core modules may be re-located to a subsequent more permanent location to be determined at a later date. The Company is in discussion with the University of Nebraska-Lincoln to jointly develop an integrated beef facility based on Bion’s Gen3 Tech and business model at its Klosterman Feedyard Innovation Center (“KFIC”) including innovative barns, an anaerobic digester and a Bion Gen3Tech system to conduct ongoing research and development related thereto and the KFIC is a possible site for the long term re-location of the core modules. This venture, if it moves forward, is anticipated to include joint preparation of applications for grants and other funding from the USDA (‘climate smart’ program, rural development, etc.) and other sources. The Company is also considering re-locating the core modules of the Initial Project to Dalhart, Texas, where they may be integrated into the first phases of the Dalhart Project. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during May 2020. Applications for our first solid ammonium bicarbonate product line have been filed with OMRI, the California Department of Food & Agriculture (“CDFA”) and the Iowa Organic Program (“IOP”) and are in the review processes (which are likely to require an extended period of time and multiple procedural steps, in part due to the novel nature of our Gen3Tech in the context of organic certifications). See “Organic Fertilizer Listing/Certification Process” below. Additionally, the Company believes there will also be opportunities to proceed with selected ‘retrofit projects’ of existing facilities (see ‘ Gen3Tech Kreider 2 Poultry Project’ Bion believes that substantial unmet demand currently exists– potentially very large – for ‘real’ meat/ dairy/ egg products that offer the verifiable/believable sustainability consumers seek, but with the taste and texture they have come to expect from American beef and pork, dairy and poultry. Numerous studies demonstrate the U.S. consumers’ preferences for sustainability. For example, 2019 NYU Stern’s Center for Sustainable Business study found that ‘products marketed as sustainable grew 5.6 times faster than those that were not…’ and that ‘…in more than 90 percent of consumer-packaged-goods (CPG) categories, sustainability-marketed products grew faster than their conventional counterparts.’ Sales growth of plant-based alternatives, including both dairy and more recently ground meat (Beyond Meat, Impossible Foods, etc.) have shown that a certain segment of consumers are choosing seemingly sustainable offering, and are also willing to pay a premium for it. Numerous studies also support the consumers’ ‘willingness-to-pay’ (WTP) for sustainable choices, including a recent meta-analysis of 80 worldwide studies with results that calculate the overall WTP premium for sustainability is 29.5 As one of the largest contributors to some of the greatest air and water quality problems in America, it is clear that livestock waste cleanup, at scale, represents one of the greatest opportunities we have to reduce negative environmental impacts of the food supply chain on air and water quality. Bion’s Gen3Tech platform, along with its business model, enables the cleanup of the ‘dirtiest’ part of the food supply chain: animal protein production and creates the opportunity to produce and market verifiably sustainable organic and conventional ‘real meat’ products that can participate in the growth and premium pricing that appears to be readily available for the ‘right’ products. Bion believes that at least a premium segment of the U.S. beef industry (and potentially other livestock industry groups) is at the doorstep of a transformative opportunity to address the growing demand for sustainable food product offerings, while pushing back against today’s anti-meat messaging. At $66 billion/year (2021 wholesale/farmgate value), the beef industry is a fragmented, commodity industry whose practices date back decades. In 1935 inflation-adjusted terms, beef is 63% more expensive today, while pork and chicken, which are now primarily raised in covered barns, at CAFOs with highly integrated supply chains, are 12% and 62% cheaper, respectively. In recent years, the beef industry has come under increasing fire from advocacy groups, regulatory agencies, institutional investors, and ultimately, their own consumers, over concerns that include climate change, water pollution, food safety, and the treatment of animals and workers. Advocacy groups targeting livestock and the beef industry have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s environmental and economic weaknesses. Their global anti-meat messaging has had a substantial chilling effect on the relationships the beef industry has with its institutional investors; retail distributors, such as fast-food restaurants; and mostly, its consumers. Led by the United Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide, primarily focused on the industry’s impacts on climate change. Meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible Foods, are being heavily promoted by themselves and the media, and have enjoyed steady sales growth. A 2018 NielsenIQ Homescan survey last year found that 39% of Americans are actively trying to eat more plant-based foods. Some of the recent growth in plant-based proteins results from increasing lactose intolerance and other health concerns; however, most of that growth is attributed to consumers’ growing concerns for the environmental impacts of real meat and dairy. Several large US companies that have traditionally focused on livestock production, including Cargill, ADM, Perdue Foods, and Tyson, have recently entered the plant protein space. In terms of changing customer preferences, ‘saving the planet’ has proven to be a more compelling argument than the traditional animal activism/ welfare pitch. To date, the only ‘industry response’ to this has been grass-fed beef, which is regarded as a generally more sustainable offering than grain-fed (largely without empirical evidence). However grass-fed beef has had only limited acceptance in U.S. markets, because it is less flavorful and tougher than the traditional corn-fed beef consumers have grown to enjoy. It should be noted that these plant-based protein producers are primarily expected to be able to serve the ground/ processed meat market, which represents only about 10 percent of the overall animal protein market. Further, there has recently been pushback to these plant-based products, focusing on their highly processed nature and unproven health benefits, scalability/ pricing, and their uncertain carbon footprint. There have also been several companies recently enter the cellular and 3D-printed meat arena. While facing myriad challenges and further out on the development timeline, some people believe cellular agriculture (aka cultured, clean, lab-grown, cultivated) meat may have the potential to service a much larger percentage of the market than plant-based protein, including cuts like steaks, chops and roasts, but the likely cost remains very uncertain at this point. Each of these items supports Bion’s belief that there is a potentially very large opportunity to supply premium sustainable beef products that satisfy these concerns. We believe that the real meat/beef products that can be cost-effectively produced today using our Gen3Tech platform, both sustainable and/or organic, can provide an affordable product that satisfies the consumer’s desire for sustainability, but with the superior taste and texture those consumers have grown to prefer. Sustainable Beef Bion’s goal is to be first to market with meaningfully verified sustainable beef products that can be produced at sufficient scale to service national market demand. The cattle produced at a Bion facility will have a substantially lower carbon footprint, dramatically reduced nutrient impacts to water, and an almost total pathogen kill in the waste stream. Further, the economics of producing these cattle (including the cost of the facility/technology upgrade) will be greatly enhanced by the revenue realized from the recovery of valuable resources, including renewable energy, high-value fertilizer products, and clean water. A Bion sustainable beef facility will be comprised of covered barns with slotted floors (allowing the waste to pass through) which will reduce ammonia volatilization and loss, as well as odors, thereby improving animal health and human working conditions while preventing air/soil pollution. The manure will be collected and moved directly to anaerobic digestion facilities which will produce renewable natural gas (and re-cycle CO2 from the gas cleaning process). Covered barns will reduce weather impacts on the livestock and have been demonstrated to promote improved general health and weight gain in the cattle housed in them. The barns’ very large roof surface area will be utilized (in appropriate geographical locations) for the installation of photovoltaic solar generation systems to produce electricity for the facility, as well as export to the grid. The barn roofs will also be configured to capture rainwater, which, coupled with the water recovered from the treatment process, will reduce the projects’ reliance on current water supplies. Waste treatment and resource recovery will be provided by Bion’s advanced Gen3Tech platform, which Bion believes offers the most comprehensive solution for livestock waste available today. In addition to direct environmental benefits, every pound of nitrogen that is captured, upcycled, and returned to the agricultural nitrogen cycle as high-quality fertilizer (vs lost to contaminate downstream waters), is also a pound of nitrogen that will not have to be produced as synthetic urea or anhydrous ammonia, with their tremendous carbon cost. System performance and environmental benefits will be monitored and verified through third parties, with USDA PVP certification of the sustainable brand that Bion also believes will be the most comprehensive available in the market. Recently there have been efforts to establish sustainable brands (including USDA PVP certification) for a number of small-scale livestock producers (largely in the grass-fed beef category). To date, the reach and extent of such efforts is limited and it is difficult to determine their effectiveness. Additionally, there have been public announcements of initiatives related to beef sustainability (largely focused on the ‘cow-calf’ segment of the livestock chain) in procurement by major beef processing companies, but a closer look finds that most consist largely of ‘green washing’ public proclamations in the wake of environmental and social criticism that re-package prior initiatives and lack any significant new substance. Sustainable Organic Beef Bion believes it has a unique opportunity to produce, at scale, affordable corn-fed organic beef that is also certified as sustainable. In addition to the sustainable practices described above, organic-sourced beef cows would be finished on organic corn, which would be produced using the ammonium bicarbonate fertilizer captured by the Gen3Tech platform. Bion believes its meat products will meet consumer demands with respect to sustainability and safety (organic) and provide the tenderness and taste American consumers have come to expect from premium conventional American beef. Such products are largely unavailable in the market today. We believe Bion’s unique ability to produce the fertilizer needed to grow a supply of relatively low-cost organic corn, and the resulting opportunity to produce organic beef, will dramatically differentiate us from potential competitors. This organic opportunity is dependent on successfully establishing Bion’s fertilizer products as acceptable for use in organic grain production. Today, organic beef demand is limited and mostly supplied with grass-fed cattle. While organic ground/ chopped meat has enjoyed success in U.S. markets, grass-fed steaks have seen limited acceptance, mostly resulting from consumer issues with taste and texture. In other words, it’s tough. Regardless, such steaks sell for a significant premium over conventional beef. A grain-finished organic beef product is largely unavailable in the marketplace today due to the higher costs of producing organic corn and grain. The exception is offerings that are very expensive from small ‘boutique’ beef producers. Like all plants, corn requires nitrogen to grow. Corn is especially sensitive to a late-season application of readily available nitrogen – the key to maximizing yields. With non-organic field corn, this nitrogen is supplied by an application of a low-cost synthetic fertilizer, such as urea or anhydrous ammonia. However, the cost for suitable nitrogen fertilizer that can be applied late-season in organic corn production is so high that the late-season application becomes uneconomical, resulting in substantially lower yields – a widely recognized phenomena known as the ‘yield gap’ in organic production. The yield gap results in higher costs for organic corn that, in turn, make it uneconomical to feed that corn to livestock. As is the case for sustainable but not organic beef, Bion believes there is a potentially large unmet demand for affordable beef products that are both sustainable AND organic, but with the taste and texture consumers have come to expect from American beef. Bion’s ability to produce the low-cost nitrogen fertilizer that can close the organic yield (and affordability) gap puts the Company in a unique, if not exclusive at this time, position to participate in JV’s that will benefit from this opportunity starting next year. The demonstrated willingness of consumers to purchase sustainable products (along with numerous research and marketing studies confirming consumers are seeking, and are willing to pay a premium for, sustainable products)---in combination with the threat to the livestock industry market (primarily beef and pork) posed by plant-based alternatives (heightened by pandemic conditions)--- has succeeded in focusing the large scale livestock industry on how to meet the plant-based market challenge by addressing the consumer sustainability issues. The consumer demand for sustainability appears to be a real and lasting trend, but consumers remain skeptical of generalized claims of ‘sustainability’. To date, a large portion of the industry responses to this trend have been at a superficial level or consist of ‘green washing’, a deceptive marketing practice where companies promote non-substantive initiatives. Real sustainability for the livestock industry will require implementation of advanced waste treatment technology at or near the CAFOs – where most of the negative environmental impacts take place. Organic Fertilizer Listing/Certification Process The Company has focused a large portion of its activities on developing, testing and demonstrating the 3rd generation of its technology and technology platform (“Gen3Tech”) with emphasis on increasing the efficiency of production of valuable co-products from the waste treatment process, including ammonia nitrogen in the form of organically listed ammonium bicarbonate products. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc., Bion Technologies, Inc., BionSoil, Inc., Bion Services, Bion PA2 LLC and Bion 3G-1 LLC (“3G1”); and its 58.9 Bion PA1 LLC was dissolved on December 29, 2021 (See Note 5). Its operating losses are included in the consolidation through December 29, 2021. The accompanying consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at September 30, 2022, and the results of operations and cash flows of the Company for the three months ended September 30, 2022 and 2021. Operating results for the three months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. As of September 30, 2022 and June 30, 2022 there are no Property and equipment Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects such as consulting fees, internal salaries and benefits and interest. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations. Patents The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents. Stock-based compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values. Derivative Financial Instruments Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Options The Company has issued options to employees and consultants under the 2006 Plan to purchase common shares of the Company. Options are valued on the grant date using the Black-Scholes option-pricing model. The expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected term of the stock options. The U.S. Treasury bill rate for the expected term of the stock options was utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding based upon management’s estimates. Warrants The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined. Concentrations of credit risk The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Noncontrolling interests In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value. Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 – assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions. Lease Accounting The Company accounts for leases under ASC 842, Leases For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. Revenue Recognition The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of ASC 606 “Revenue from Contracts with Customers”. Income (Loss) per share Basic income (loss) per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the income (loss) per share or increase the earnings per share. During the three months ended September 30, 2022 and 2021, the basic and diluted income (loss) per share was the same, as the impact of potential dilutive common shares was anti-dilutive. The following table represents the warrants and options (as if exercised) and convertible securities (as if converted) that have been excluded from the calculation of basic income (loss) per share: Schedule of anti dilutive securities September 30, September 30, Warrants 19,873,801 21,802,822 Options 11,201,600 10,471,600 Convertible debt 10,793,421 10,462,498 Convertible preferred stock — 20,250 The following is a reconciliation of the denominators of the basic and diluted income (loss) per share computations for the three months ended September 30, 2022 and 2021: Schedule of earnings per share, basic and diluted Three months Three months Shares issued – beginning of period 43,758,820 41,315,986 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) Shares outstanding – beginning of period 43,054,511 40,611,677 Weighted average shares issued 397,335 108,015 Diluted weighted average shares – 43,451,846 40,719,692 Use of estimates In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment consist of the following: Schedule of property and equipment September 30, June 30, Machinery and equipment $ — $ — Buildings and structures — — Computers and office equipment 13,598 13,598 3G project construction in process 3,245,604 2,892,222 Property and equipment, gross 3,259,202 2,905,820 Less accumulated depreciation (10,592 ) (10,262 )) Property and equipment, net $ 3,248,610 $ 2,895,558 The 3G project began in July of 2021, with a lease signed on land October 1, 2021 (Note 9). Once the lease commenced the Company moved into construction phase. The balance for 3G construction in process includes $ 62,688 135,648 Management has reviewed the remaining property and equipment for impairment as of September 30, 2022 and believes that no Depreciation expense was $ 330 248 |
DEFERRED COMPENSATION
DEFERRED COMPENSATION | 3 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
DEFERRED COMPENSATION | 4. DEFERRED COMPENSATION The Company owes deferred compensation to various employees, former employees and consultants totaling $ 654,349 528,640 459,627 5,000 4 10 436,920 0 117,222 19,220 0 3 Bassani and Smith have each been granted the right to convert up to $ 300,000 0.75 During the three months ended September 30, 2022, Smith elected to convert $ 20,000 The Company recorded interest expense of $ 4,551 4,119 4,032 3,949 |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | 5. LOANS PAYABLE Pennvest Loan and Bion PA1 LLC (“PA1”) Dissolution PA1, the Company’s wholly-owned subsidiary, was dissolved on December 29, 2021 on which date it owed approximately $ 10,010,000 2,255,802 297 10,154,334 9,939,148 214,235 950 0 10,234,501 10,009,802 212,263 12,436 10,234,501 As background, the terms of the Pennvest Loan provided for funding of up to $ 7,754,000 2.547 3.184 5,886,000 846,000 873,000 149,000 123,444 246,887 During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been solely an obligation of PA1 since that date. Note, however, the Company’s consolidated balance sheet as of June 30, 2021 reflects the Pennvest Loan as a liability of $ 9,868,495 . On September 25, 2014, the Pennsylvania Infrastructure Investment Authority (“Pennvest”) exercised its right to declare the PA1’s Pennvest Loan in default, accelerated the Pennvest Loan and demanded that PA1 pay $ 8,137,117 On December 29, 2021, the Company approved and executed a ‘Consent of the Sole Member of Bion PA 1’ (the “Consent to Dissolution”) that authorized the complete liquidation and dissolution of PA1. A Statement of Dissolution was filed by PA1 with the Colorado Secretary of State on December 29, 2021.The liquidation value of Bion PA 1’s property is substantially below the current amount outstanding under the Funding Agreement dated October 27, 2010 by and between PA1 and Pennvest, the only known secured creditor of PA1. Post-dissolution, PA1’s activities will be limited entirely to activities required to properly distribute its net assets to creditors and wind down its business. PA1 and Pennvest agreed to have the equipment sold by a third party auctioneer who arranged for the sale of its property and delivery of all proceeds (net of commissions and customary costs of sale) to Pennvest. The auction took place during the period of May 13-18, 2022. The Company’s personnel assisted PA1 with this process as needed at no cost to PA1. The net sum of $ 104,725 Upon the complete distribution of all assets of PA1, whether by transfer or sale and distribution of net proceeds as provided above, PA1 will use commercially reasonable efforts to cause the cessation of all activities. No distributions of PA1’s assets will be made to the Company or its affiliates. The Consent to Dissolution authorized Mark A. Smith, the Company’s President and the sole manager of PA1, to cause to be delivered for filing the Statement of Dissolution, to give notice of the dissolution, and to take any other act necessary to wind up and liquidate the business. PA1 has made no payments to vendors or other creditors in connection with the dissolution other than the payment to Pennvest described above. No distributions or payments of any kind have ever been made to the Company, the sole member of PA1 since inception and no payment will be made to the Company or any affiliate in connection with the dissolution. For more information regarding the history and background of the Pennvest Loan and PA1, please review our Form’s 10-K for the years from 2008 through 2021 including the Notes to the Financial Statements included therein. |
CONVERTIBLE NOTES PAYABLE - AFF
CONVERTIBLE NOTES PAYABLE - AFFILIATES | 3 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable - Affiliates | |
CONVERTIBLE NOTES PAYABLE - AFFILIATES | 6. CONVERTIBLE NOTES PAYABLE - AFFILIATES 2020 Convertible Obligations The 2020 Convertible Obligations, which accrue interest at either 4 4 0.50 0.50 As of September 30, 2022, the 2020 Convertible Obligation balances, including accrued interest, owed Bassani Family Trusts (and his donees), Smith and Edward Schafer (“Schafer”), a director of the Company, were $ 2,620,941 1,335,199 503,813 2,526,492 1,253,335 485,658 During the three months ended September 30, 2022, Smith elected to add $ 20,000 During the three months ended September 30, 2022, Smith elected to convert $ 30,000 60,000 60,000 60,000 20,000 40,000 40,000 40,000 The Company recorded interest expense of $ 41,367 40,560 30,688 0 September 2015 Convertible Notes During the year ended June 30, 2016, the Company entered into September 2015 Convertible Notes with Bassani (now owned by Bassani Family Trusts), Schafer and a Shareholder which replaced previously issued promissory notes. The September 2015 Convertible Notes bear interest at 4 0.60 The balances of the September 2015 Convertible Notes as of September 30, 2022, including accrued interest owed Bassani Family Trusts, Schafer and Shareholder, are $ 281,789 21,009 449,535 172,765 20,354 434,419 The Company recorded interest expense of $ 6,366 5,366 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS' EQUITY Series B Preferred stock: Since July 1, 2014, the Company had 200 0.01 2.00 2.5 100 41,000 21,000 During the years ended June 30, 2022, and 2021, the Company declared dividends of $ 1,000 2,000 no Common stock: Holders of common stock are entitled to one vote per share on all matters to be voted on by common stockholders. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share in all assets remaining after liabilities have been paid in full or set aside and the rights of any outstanding preferred stock have been satisfied. Common stock has no preemptive, redemption or conversion rights. The rights of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any outstanding series of preferred stock or any series of preferred stock the Company may designate in the future. Centerpoint holds 704,309 During the three months ended September 30, 2022, Smith elected to convert $ 30,000 20,000 100,000 .50 0.75 During the three months ended September 30, 2022, 74,834 74,834 0.75 56,125 During the three months ended September 30, 2022, the Company issued 50,000 1.60 80,000 During the three months ended September 30, 2022, the Company entered into subscription agreements to sell units for $ 1.00 0.75 320,000 320,000 Warrants: As of September 30, 2022, the Company had approximately 20.6 0.60 1.60 The weighted-average exercise price for the outstanding warrants is $ 0.76 2.2 During the three months ended September 30, 2022, Smith elected to convert $ 30,000 20,000 100,000 .50 0.75 During the three months ended September 30, 2022, the Company approved the issuance of 150,000 15,000 1.50 1.60 During the three months ended September 30, 2022, the Company approved the modification of existing warrants held by one former consultant and four investors, which extended certain expiration dates. The modifications resulted in incremental non-cash compensation of $ 154,933 4,500 During the three months ended September 30, 2022, 74,834 74,834 56,126 Effective May 1, 2022, an entity affiliated with William O’Neill (“O’Neill”) was issued 1,000,000 1.00 700,000 75 Stock options: On April 7, 2022 the Company’s shareholders approved the Bion Environmental Technologies, Inc. 2021 Equity Incentive Award Plan (the “ Equity Plan 30,000,000 The Company’s 2006 Consolidated Incentive Plan, as amended during the year ended June 30, 2021 (the “2006 Plan”), provides for the issuance of options (and/or other securities) to purchase up to 36,000,000 On February 11, 2022, the Company granted 10,000 On April 29, 2022, the Company granted an aggregate of 720,000 50,000 200,000 200,000 The Company recorded compensation expense related to employee stock options of nil 0 0 0 A summary of option activity under the 2006 Plan for the three months ended September 30, 2022 is as follows: Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2022 11,201,600 $ 0.80 2.7 $ 4,429,263 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2022 11,201,600 $ 0.80 2.48 $ 5,757,755 The total fair value of stock options that vested during the three months ended September 30, 2022 and 2021 was 0 |
SUBSCRIPTION RECEIVABLE - AFFIL
SUBSCRIPTION RECEIVABLE - AFFILIATES | 3 Months Ended |
Sep. 30, 2022 | |
Subscription Receivable - Affiliates | |
SUBSCRIPTION RECEIVABLE - AFFILIATES | 8. SUBSCRIPTION RECEIVABLE - AFFILIATES As of September 30, 2022, the Company has three interest bearing, secured promissory notes with an aggregate principal amount of $ 428,250 504,741 5,565,000 0.75 As of September 30, 2022, the Company has an interest bearing, secured promissory note for $ 30,000 34,987 300,000 0.60 4 30,000 35,361 As of September 30, 2022 the Company has two interest bearing, secured promissory notes with an aggregate principal amount of $ 46,400 55,472 928,000 0.75 4 These secured promissory notes are recorded as “Subscription receivable—affiliates” on the Company’s balance sheet pending payment. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Employment and consulting agreements: Smith has held the positions of Director, Executive Chairman, President and General Counsel of Company and its subsidiaries under various agreements (and extensions) and terms since March 2003. On October 10, 2016, the Company approved a month to month contract extension with Smith which includes provisions for i) a monthly salary of $ 18,000 300,000 0.75 25,000 60,000 54,000 Since March 31, 2005, the Company has had various agreements with Bassani (and/or Brightcap which provided his services during some of the initial years), now the Company’s Chief Operating Officer (‘COO’) and formerly the Company’s Chief Executive Officer (‘CEO’), (any reference to Brightcap or Bassani for all purposes are the same individual). The Board appointed Bassani as the Company's CEO effective May 13, 2011. On February 10, 2015, the Company executed an Extension Agreement with Bassani pursuant to which Bassani extended the term of his service to the Company to December 31, 2017, (with the Company having an option to extend the term an additional six months.) Pursuant to the Extension Agreement, Bassani continued to defer his cash compensation ($ 31,000 125,000 0.75 300,000 0.75 31,000 2,000 300,000 3,000,000 351,812 75,000 60,000 William O’Neill (“O’Neill”) was hired as the Company’s Chief Executive Officer (“CEO”) effective May 1, 2022. O’Neill had previously been working with the Company as a consultant and had been employed by the Company as its CEO during 2010-2011. Bassani, CEO of the Company since 2011, has assumed the position of COO while retaining existing operational management responsibilities and working with O’Neill on ‘commercialization’ of the Company’s technology and work related to JVs (and other transactions) based on the Company’s GEN3 Technology and related matters. Bassani’s compensation arrangements with the Company have not been altered in the context of the change of positions. The Company and O’Neill have entered into a thirty-seven (37) month employment agreement (subject to Board renewal for the final two (2) years during the 13th month) with compensation of $ 25,000 10,000 45,500 0 Execution/exercise bonuses: As part of agreements the Company entered into with Bassani and Smith effective May 15, 2013, they were each granted the following: a) a 50% execution/exercise bonus which shall be applied upon the effective date of the notice of intent to exercise (for options and warrants) or issuance event, as applicable, of any currently outstanding and/or subsequently acquired options, warrants and/or contingent stock bonuses owned by each (and/or their donees) as follows: i) in the case of exercise by payment of cash, the bonus shall take the form of reduction of the exercise price; ii) in the case of cashless exercise, the bonus shall be applied to reduce the exercise price prior to the cashless exercise calculations; and iii) with regard to contingent stock bonuses, issuance shall be triggered upon the Company’s common stock reaching a closing price equal to 50% of currently specified price; and b) the right to extend the exercise period of all or part of the applicable options and warrants for up to five years (one year at a time) by annual payments of $.05 per option or warrant to the Company on or before a date during the three months prior to expiration of the exercise period at least three business days before the end of the expiration period. Effective January 1, 2016 such annual payments to extend warrant exercise periods have been reduced to $.01 per option or warrant. These exercise bonuses were subsequently increased to 75%. During the year ended June 30, 2021, the Company added a 75 3,000,000 As of September 30, 2022, the execution/exercise bonuses ranging from 50 90 17,612,151 Effective May 1, 2022, an entity affiliated with O’Neill was issued 1,000,000 1.00 700,000 75 Purchase Order Agreement: On January 28, 2022 Bion Environmental Technologies, Inc. (‘Bion’), on behalf of Bion 3G1 LLC (‘3G1’), a wholly-owned subsidiary, entered into a Purchase Order Agreement with Buflovak and Hebeler Process Solutions (collectively ‘Buflovak’) in the amount of $ 2,665,500 25 666,375 25 666,375 1,999,125 Litigation: A: Website: Domain Sale/Resolved Litigation/Hacking/Theft On March 23, 2022 the Company entered into an agreement to sell domain name <biontech.com> and other related assets to BioNTech SE (“BNTX”) for the sum of $950,000 (before expenses related to the transaction) which sale was closed/completed on April 2, 2022 with a one-time gain of $902,490. As previously reported, on Saturday morning, July 17, 2021, our historical website domain – biontech.com – and email services were compromised and disabled. Research indicated that an unknown party had ‘hijacked’ the domain in a theft attempt. On September 10, 2021, the Company filed a federal lawsuit ‘in rem’ to recover the <biontech.com> domain and the unknown ‘John Doe’ who hacked and attempted to steal the website. The litigation was filed in the United States District Court for the Eastern District of Virginia, Alexandria Division under the heading ‘Bion Environmental Technologies, Inc., Plaintiff, vs John Doe and <biontech.com>, Defendants’ (Case No. 1:21-cv-01034), seeking recovery of the domain name and other relief as set forth therein. On November 19, 2021, the United States District Court for the Eastern District of Virginia, Alexandria Division issued an order stating that “… ORDERED, ADJUDGED and Decreed that plaintiff Bion Environmental Technologies, Inc. (‘plaintiff) Is the lawful owner of domain name <biontech.com> ….” under the heading ‘Bion Environmental Technologies, Inc., Plaintiff, vs John Doe and <biontech.com>, Defendants’ (Case No. 1:21-cv-01034). The Company has moved the domain name <biontech.com> to a new registrar and reactivated it for the Company’s use (paired currently with its current bionenviro.com website). No shareholder, sensitive or confidential information was available to be breached which has limited damages from the hack/theft to date. However, the Company’s email operations werebeen subject disruption and expenses were incurred related to the matter including legal fees. The Company created ‘work-arounds’ as a result. These issues have been resolved and the Company has moved our website (and email) to a new domain: bionenviro.com. Website access is now www.bionenviro.com. To send emails to Bion personnel, one uses the same name identifier previously used, but in the address, substitute ‘bionenviro.com’ for “biontech.com’: For example cscott biontech.com (no longer functional) is cscott bionenviro.com and mas biontech.com (no longer functional) is now mas bionenviro.com. B: Pennvest Loan and Dissolution of Bion PA1, LLC (“PA1”) PA1, the Company’s wholly-owned subsidiary, was dissolved on December 29, 2021 on which date it owed approximately $ 10,010,000 2,255,802 297 10,154,334 9,939,148 214,235 950 0 10,234,501 10,009,802 212,263 12,436 10,234,501 As background, the terms of the Pennvest Loan provided for funding of up to $ 7,754,000 2.547 3.184 5,886,000 846,000 873,000 149,000 123,444 246,887 During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been solely an obligation of PA1 since that date. Note, however, the Company’s consolidated balance sheet as of June 30, 2021 reflects the Pennvest Loan as a liability of $ 9,868,495 . On September 25, 2014, the Pennsylvania Infrastructure Investment Authority (“Pennvest”) exercised its right to declare the PA1’s Pennvest Loan in default, accelerated the Pennvest Loan and demanded that PA1 pay $ 8,137,117 On December 29, 2021, the Company approved and executed a ‘Consent of the Sole Member of Bion PA 1’ (the “Consent to Dissolution”) that authorized the complete liquidation and dissolution of PA1. A Statement of Dissolution was filed by PA1 with the Colorado Secretary of State on December 29, 2021.The liquidation value of Bion PA 1’s property is substantially below the current amount outstanding under the Funding Agreement dated October 27, 2010 by and between PA1 and Pennvest, the only known secured creditor of PA1. Post-dissolution, PA1’s activities will be limited entirely to activities required to properly distribute its net assets to creditors and wind down its business. PA1 and Pennvest agreed to have the equipment sold by a third party auctioneer who arranged for the sale of its property and delivery of all proceeds (net of commissions and customary costs of sale) to Pennvest. The auction took place during the period of May 13-18, 2022. The Company’s personnel assisted PA1 with this process as needed at no cost to PA1. The net sum of $ 104,725 Upon the complete distribution of all assets of PA1, whether by transfer or sale and distribution of net proceeds as provided above, PA1 will use commercially reasonable efforts to cause the cessation of all activities. No distributions of PA1’s assets will be made to the Company or its affiliates. The Consent to Dissolution authorized Mark A. Smith, the Company’s President and the sole manager of PA1, to cause to be delivered for filing the Statement of Dissolution, to give notice of the dissolution, and to take any other act necessary to wind up and liquidate the business. PA1 has made no payments to vendors or other creditors in connection with the dissolution other than the payment to Pennvest set forth above. No distributions or payments of any kind have ever been made to the Company, the sole member of PA1 since inception, and no payment will be made to the Company or any affiliate in connection with the dissolution. For more information regarding the history and background of the Pennvest Loan and PA1, please review our Form’s 10-K for the years from 2008 through 2021 including the Notes to the Financial Statements included therein. The Company currently is not involved in any other material litigation or similar events. Lease: The Company entered into an agreement on September 23, 2021, to lease approximately four acres of land near Fair Oaks, Indiana, for the development site of its Initial Project. The future minimum lease payment under noncancelable operating lease with terms greater than one year as of September 30, 2022: Schedule of future minimum lease payments Year ended June 30, 2023 $ 43,750 Year ended June 30, 2024 75,000 Year ended June 30, 2025 31,250 Undiscounted cash flow 150,000 Less imputed interest (17,888 ) Total $ 132,112 The weighted average remaining lease term and discounted rate related to the Company’s lease liability as of September 30, 2022 were 2.33 10 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS The Company has evaluated events that occurred subsequent to September 30, 2022 for recognition and disclosure in the financial statements and notes to the financial statements. On October 28, 2022 the Company entered into a subscription agreement to sell 26,230 1.00 0.75 December 31, 2024 26,230 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc., Bion Technologies, Inc., BionSoil, Inc., Bion Services, Bion PA2 LLC and Bion 3G-1 LLC (“3G1”); and its 58.9 Bion PA1 LLC was dissolved on December 29, 2021 (See Note 5). Its operating losses are included in the consolidation through December 29, 2021. The accompanying consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at September 30, 2022, and the results of operations and cash flows of the Company for the three months ended September 30, 2022 and 2021. Operating results for the three months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. As of September 30, 2022 and June 30, 2022 there are no |
Property and equipment | Property and equipment Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects such as consulting fees, internal salaries and benefits and interest. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations. |
Patents | Patents The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents. |
Stock-based compensation | Stock-based compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values. |
Derivative Financial Instruments | Derivative Financial Instruments Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Options | Options The Company has issued options to employees and consultants under the 2006 Plan to purchase common shares of the Company. Options are valued on the grant date using the Black-Scholes option-pricing model. The expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected term of the stock options. The U.S. Treasury bill rate for the expected term of the stock options was utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding based upon management’s estimates. |
Warrants | Warrants The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined. |
Concentrations of credit risk | Concentrations of credit risk The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. |
Noncontrolling interests | Noncontrolling interests In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value. Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 – assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions. |
Lease Accounting | Lease Accounting The Company accounts for leases under ASC 842, Leases For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. |
Revenue Recognition | Revenue Recognition The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of ASC 606 “Revenue from Contracts with Customers”. |
Income (Loss) per share | Income (Loss) per share Basic income (loss) per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the income (loss) per share or increase the earnings per share. During the three months ended September 30, 2022 and 2021, the basic and diluted income (loss) per share was the same, as the impact of potential dilutive common shares was anti-dilutive. The following table represents the warrants and options (as if exercised) and convertible securities (as if converted) that have been excluded from the calculation of basic income (loss) per share: Schedule of anti dilutive securities September 30, September 30, Warrants 19,873,801 21,802,822 Options 11,201,600 10,471,600 Convertible debt 10,793,421 10,462,498 Convertible preferred stock — 20,250 The following is a reconciliation of the denominators of the basic and diluted income (loss) per share computations for the three months ended September 30, 2022 and 2021: Schedule of earnings per share, basic and diluted Three months Three months Shares issued – beginning of period 43,758,820 41,315,986 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) Shares outstanding – beginning of period 43,054,511 40,611,677 Weighted average shares issued 397,335 108,015 Diluted weighted average shares – 43,451,846 40,719,692 |
Use of estimates | Use of estimates In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive securities | Schedule of anti dilutive securities September 30, September 30, Warrants 19,873,801 21,802,822 Options 11,201,600 10,471,600 Convertible debt 10,793,421 10,462,498 Convertible preferred stock — 20,250 |
Schedule of earnings per share, basic and diluted | Schedule of earnings per share, basic and diluted Three months Three months Shares issued – beginning of period 43,758,820 41,315,986 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) Shares outstanding – beginning of period 43,054,511 40,611,677 Weighted average shares issued 397,335 108,015 Diluted weighted average shares – 43,451,846 40,719,692 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, June 30, Machinery and equipment $ — $ — Buildings and structures — — Computers and office equipment 13,598 13,598 3G project construction in process 3,245,604 2,892,222 Property and equipment, gross 3,259,202 2,905,820 Less accumulated depreciation (10,592 ) (10,262 )) Property and equipment, net $ 3,248,610 $ 2,895,558 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity | |
Schedule of option activity | Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2022 11,201,600 $ 0.80 2.7 $ 4,429,263 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at September 30, 2022 11,201,600 $ 0.80 2.48 $ 5,757,755 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Schedule of future minimum lease payments Year ended June 30, 2023 $ 43,750 Year ended June 30, 2024 75,000 Year ended June 30, 2025 31,250 Undiscounted cash flow 150,000 Less imputed interest (17,888 ) Total $ 132,112 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) Decimal | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2018 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Tech wastage | Decimal | 1,500 | ||||
Cattle per head | Decimal | 300 | ||||
Percentage of sustainable | 29.50% | ||||
Description of kreider 2 poultry project | Bion has done extensive pre-development work related to a waste treatment/renewable energy production facility to treat the waste from KF’s approximately 6+ million chickens (planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams) ('Kreider Renewable Energy Facility' or ‘Kreider 2 Project’). On May 5, 2016, the Company executed a stand-alone joint venture agreement (“JVA”) with Kreider Farms covering all matters related to development and operation of Kreider 2 system to treat the waste streams from Kreider’s poultry facilities in Bion PA2 LLC (“PA2”). During May 2011 the PADEP certified a smaller version of the Kreider 2 Project (utilizing our 2nd generation technology) under the old EPA’s Chesapeake Bay model. The Company anticipates that if and when new designs are finalized utilizing our Gen3 Tech, a larger Kreider 2 Project will be re-certified for a far larger number of credits (management’s current estimates are between 2-4 million (or more) nutrient reduction credits for treatment of the waste stream from Kreider’s poultry pursuant to the amended EPA Chesapeake Bay model and agreements between the EPA and PA). | ||||
Net Income (loss) | $ 8,292,000 | $ 3,451,000 | |||
Net income | 10,235,000 | ||||
Gain on sale of domain | 902,490 | ||||
Operating loss | $ 919,000 | $ 663,000 | |||
Working Capital | 1,171,000 | ||||
Stockholders deficit | 1,171,021 | 932,152 | |||
Proceeds from Issuance or Sale of Equity | 376,000 | $ 1,737,000 | $ 5,209,000 | ||
Deferred Compensation Liability, Amount Cancelled | $ 2,404,000 | ||||
Minimum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Capital Required for Capital Adequacy | 20,000,000 | ||||
Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Capital Required for Capital Adequacy | $ 80,000,000 | ||||
Ribbonwire [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Tech wastage | Decimal | 15,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 19,873,801 | 21,802,822 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 11,201,600 | 10,471,600 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,793,421 | 10,462,498 |
Convertible Preferred Stock Antidilutive Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 20,250 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share, Basic and Diluted (Details) - shares | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Shares issued – beginning of period | 43,758,820 | 41,315,986 |
Shares held by subsidiaries (Note 7) | (704,309) | (704,309) |
Shares outstanding – beginning of period | 43,054,511 | 40,611,677 |
Weighted average shares issued during the period | 397,335 | 108,015 |
Diluted weighted average shares – end of period | 43,451,846 | 40,719,692 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Cash equivalents | $ 0 | $ 0 |
Centerpoint [Member] | ||
Noncontrolling interest, ownership percentage by parent | 58.90% |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | ||
Buildings and structures | ||
Computers and office equipment | 13,598 | 13,598 |
3G project construction in process | 3,245,604 | 2,892,222 |
Property and equipment, gross | 3,259,202 | 2,905,820 |
Less accumulated depreciation | (10,592) | (10,262) |
Property and equipment, net | $ 3,248,610 | $ 2,895,558 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized interest | $ 62,688 | |
Non cash compensation | 135,648 | |
Depreciation expense | 330 | $ 248 |
Property Plant And Equipment Of P A 1 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 |
DEFERRED COMPENSATION (Details
DEFERRED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation liability | $ 654,349 | $ 528,640 | $ 594,798 |
Interest Rate on Deferred Compensation | 4% | ||
Deferred Compensation Consecutive Trading Days (Day) | 10 days | ||
Interest Expense | $ 26,095 | 112,180 | |
Interest Expense On Deferred Compensation Obligation [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Interest Expense | 4,551 | 4,032 | |
Interest Expense, Related Party | 4,119 | 3,949 | |
Bassani [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation liability | 436,920 | ||
Smith [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation liability | 0 | ||
Deferred Compensation, Convertible to Common Stock | 20,000 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation liability | 459,627 | 5,000 | |
Deferred Compensation, Convertible to Common Stock | $ 300,000 | ||
Deferred Compensation, Convertible to Common Stock, Price Per Share (in dollars per share) | $ 0.75 | ||
Consultants [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation liability | $ 117,222 | $ 19,220 | |
Interest Rate on Deferred Compensation | 0% | 3% |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 15, 2022 | Mar. 21, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 29, 2021 | Sep. 25, 2014 | |
Short-Term Debt [Line Items] | |||||||||
Total assets | $ 5,414,725 | $ 297 | $ 6,360,337 | $ 0 | |||||
Total liabilities | 6,548,173 | 10,154,334 | 7,254,916 | 10,234,501 | |||||
Accounts payable and accrued liabilities | 549,425 | 9,939,148 | 1,360,644 | 10,009,802 | |||||
Accounts payable | 214,235 | 212,263 | |||||||
Accrued Liabilities, Current | 950 | $ 12,436 | |||||||
Gain on legal dissolution of subsidiary | 10,234,501 | ||||||||
Debt Instrument, Interest Rate During Period | 25% | 25% | |||||||
Loans as a liability | 9,868,495 | $ 9,868,495 | |||||||
P A 1 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Debt Default, Amount | $ 8,137,117 | ||||||||
Realized from the asset sale | $ 104,725 | ||||||||
Pennvest Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Construction Loan | 10,010,000 | ||||||||
Accrued Interest and Late Charges Payable | 2,255,802 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,754,000 | ||||||||
Debt Instrument, Annual Principal Payment | 5,886,000 | ||||||||
Long-Term Debt, Maturity, Year Two | 846,000 | ||||||||
Long-Term Debt, Maturity, Year Three | 873,000 | ||||||||
Long-Term Debt, Maturity, Year Four | 149,000 | ||||||||
Interest Expense, Debt | $ 123,444 | $ 246,887 | $ 123,444 | $ 246,887 | |||||
Pennvest Loan [Member] | Years One Through Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate During Period | 2.547% | ||||||||
Pennvest Loan [Member] | Years Six Through Maturity [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate During Period | 3.184% |
CONVERTIBLE NOTES PAYABLE - A_2
CONVERTIBLE NOTES PAYABLE - AFFILIATES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jan. 01, 2020 | |
Short-Term Debt [Line Items] | |||||
Original conversion price | $ 0.50 | ||||
Convertible Notes Payable, Noncurrent | $ 5,212,286 | $ 5,170,610 | |||
Debt conversion value | $ 2,665,500 | ||||
Interest Expense | 26,095 | $ 112,180 | |||
Capitalized amount | $ 30,688 | 0 | |||
President [Member] | Secured Promissory Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Financing Receivable, Interest Rate, Stated Percentage | 4% | ||||
The 2020 Convertible Obligations [Member] | |||||
Short-Term Debt [Line Items] | |||||
Salary paid | $ 20,000 | ||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | ||||
Debt Instrument, Interest Rate, Stated Percentage, Quarterly | 4% | ||||
Conversion Price Per Unit (in dollars per share) | $ 0.50 | ||||
Original conversion price | $ 0.50 | ||||
Interest Expense | $ 41,367 | 40,560 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable, Noncurrent | 2,620,941 | 2,526,492 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | President [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable, Noncurrent | 1,335,199 | 1,253,335 | |||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Executive Vice Chairman [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable, Noncurrent | 503,813 | 485,658 | |||
Principal [Member] | Convertible Obligations 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion value | $ 30,000 | ||||
Debt conversion shares, warrants | 60,000 | ||||
Principal [Member] | Convertible Obligations 2020 [Member] | Warrants [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion shares, warrants | 60,000 | ||||
Principal [Member] | Convertible Obligations 2020 [Member] | Common Shares [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion shares, warrants | 60,000 | ||||
Accrued Interest [Member] | Convertible Obligations 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion value | $ 20,000 | ||||
Debt conversion shares, warrants | 40,000 | ||||
Accrued Interest [Member] | Convertible Obligations 2020 [Member] | Common Shares [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion shares, warrants | 40,000 | ||||
Accrued Interest [Member] | Convertible Obligations 2020 [Member] | Warrants [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion shares, warrants | 40,000 | ||||
September 2015 Convertible Notes [Member] | Chief Executive Officer [Member] | Bassani Family Trusts [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable | $ 281,789 | 172,765 | |||
September 2015 Convertible Notes [Member] | Executive Vice Chairman [Member] | Shareholder [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable | 449,535 | 434,419 | |||
September 2015 Convertible Notes [Member] | Consultants [Member] | Schafer [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible Notes Payable | $ 21,009 | 20,354 | |||
September 2015 Convertible Notes [Member] | Convertible Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Conversion Price Per Unit (in dollars per share) | $ 0.60 | ||||
Interest Expense | $ 6,366 | $ 5,366 |
STOCKHOLDERS' EQUITY - Stock Op
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Stockholders Equity | |||
Options outstanding, beginning (in shares) | 11,201,600 | ||
Options outstanding, beginning weighted-average exercise price | $ 0.80 | ||
Outstanding, weighted-average remaining contractual life (Year) | 2 years 5 months 23 days | 2 years 8 months 12 days | |
Outstanding, aggregate intrinsic value beginning | $ 4,429,263 | ||
Granted | |||
Granted, weighted-average exercise price | |||
Exercised, options (in shares) | |||
Exercised, weighted-average exercise price | |||
Forfeited, options (in shares) | |||
Forfeited, weighted-average exercise price | |||
Expired, options (in shares) | |||
Expired, weighted-average exercise price | |||
Options outstanding, ending (in shares) | 11,201,600 | ||
Options outstanding, ending weighted-average exercise price | $ 0.80 | ||
Outstanding, aggregate intrinsic value ending | $ 5,757,755 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Feb. 11, 2022 | Jul. 01, 2014 | Apr. 29, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | May 01, 2022 | Jul. 03, 2014 | Jul. 02, 2014 | |
Redemption of convertible Preferred stock | $ 41,000 | |||||||||
Liability | $ 1,203,774 | $ 1,955,442 | ||||||||
Shares Held by Subsidiaries (in shares) | 704,309 | 704,309 | ||||||||
Debt conversion value | $ 2,665,500 | |||||||||
Conversion price per share | $ 0.50 | |||||||||
Warrants exercisable per share | $ 0.75 | |||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 74,834 | |||||||||
Common Stock Shares Issued upon Exercise of Warrants (in shares) | 74,834 | |||||||||
Warrant Exercised for Common Stock | $ 56,125 | |||||||||
Share price | $ 1.60 | |||||||||
Total value of consultant services | $ 80,000 | |||||||||
Sale of unit, price per unit | $ 1 | |||||||||
Share price | $ 0.75 | |||||||||
Number of shares issued | 320,000 | |||||||||
Number of shares issued, value | $ 320,000 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 20,600,000 | |||||||||
Weighted average exercise price | $ 0.80 | $ 0.80 | ||||||||
Issuance of warrants | $ 15,000 | |||||||||
Exercise bonus | 75% | |||||||||
Number of shares granted | ||||||||||
Share-based Compensation, Granted | 720,000 | |||||||||
Fair value of stock options | $ 0 | $ 0 | ||||||||
Options Held [Member] | ||||||||||
Share-based Compensation, Granted | 0 | 0 | ||||||||
Schafer [Member] | ||||||||||
Share-based Compensation, Granted | 50,000 | |||||||||
Northrop [Member] | ||||||||||
Share-based Compensation, Granted | 50,000 | |||||||||
Bassani [Member] | ||||||||||
Share-based Compensation, Granted | 200,000 | |||||||||
Smith [Member] | ||||||||||
Share-based Compensation, Granted | 200,000 | |||||||||
Plan 2006 [Member] | ||||||||||
Number of shares granted | 10,000 | |||||||||
Warrants [Member] | ||||||||||
Weighted average exercise price | $ 0.76 | |||||||||
Remaining contractual life | 2 years 2 months 12 days | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Stock options, authorized (in shares) | 36,000,000 | |||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | ||||||||
Share-Based Payment Arrangement, Option [Member] | Equity Incentive Plan [Member] | ||||||||||
Stock options, authorized (in shares) | 30,000,000 | |||||||||
Minimum [Member] | ||||||||||
Warrants exercisable per share | $ 0.60 | |||||||||
Exercise bonus | 50% | |||||||||
Maximum [Member] | ||||||||||
Warrants exercisable per share | $ 1.60 | |||||||||
Exercise bonus | 90% | |||||||||
Common Stock [Member] | ||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||
Shares issued for consultant services | 50,000 | |||||||||
Total value of consultant services | ||||||||||
Issuance of warrants | ||||||||||
Warrant [Member] | ||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||
Common Stock Shares Issued upon Exercise of Warrants (in shares) | 74,834 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 74,834 | |||||||||
Issuance of warrants | $ 15,000 | |||||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | 154,933 | |||||||||
Interest expenses | 4,500 | |||||||||
Warrant Exercised for Common Stock | $ 56,126 | |||||||||
President [Member] | ||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||
Two Consultants [Member] | Warrant [Member] | ||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 150,000 | |||||||||
Two Consultants [Member] | Warrant [Member] | Minimum [Member] | ||||||||||
Warrants exercisable per share | $ 1.50 | |||||||||
Two Consultants [Member] | Warrant [Member] | Maximum [Member] | ||||||||||
Warrants exercisable per share | $ 1.60 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Warrants exercisable per share | $ 1 | |||||||||
Number of shares issued | 1,000,000 | |||||||||
Cancellation of warrants | 700,000 | |||||||||
Exercise bonus | 75% | |||||||||
The 2020 Convertible Obligations [Member] | Principal [Member] | Warrant [Member] | ||||||||||
Debt conversion value | $ 30,000 | |||||||||
The 2020 Convertible Obligations [Member] | Accrued Interest [Member] | Warrant [Member] | ||||||||||
Debt conversion value | $ 20,000 | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||
Conversion price per share | $ 0.50 | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Common Stock [Member] | ||||||||||
Debt conversion shares | 100,000 | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Warrant [Member] | ||||||||||
Debt conversion shares | 100,000 | |||||||||
Conversion price per share | $ 0.50 | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Principal [Member] | ||||||||||
Debt conversion value | $ 30,000 | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Accrued Interest [Member] | ||||||||||
Debt conversion value | $ 20,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 200 | 200 | |||||||
Par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred Stock, Convertible Option Per Share (in dollars per share) | $ 2 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 2.50% | |||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ 100 | |||||||||
Dividends Payable | $ 21,000 | |||||||||
Dividends, Preferred Stock | 1,000 | $ 2,000 | ||||||||
Liability | $ 0 |
SUBSCRIPTION RECEIVABLE - AFF_2
SUBSCRIPTION RECEIVABLE - AFFILIATES (Details Narrative) - USD ($) | Sep. 30, 2022 | May 01, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||
Secured Promissory Note [Member] | Smiths [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Financing Receivable, after Allowance for Credit Loss, Total | $ 35,361 | ||
Financing Receivable, Principal Amount | $ 30,000 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | ||
Chief Executive Officer [Member] | Warrants Issused Subscription Receivable [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,565,000 | ||
Chief Executive Officer [Member] | Secured Promissory Note [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Financing Receivable, after Allowance for Credit Loss, Total | $ 428,250 | ||
Notes receivable interest | $ 504,741 | ||
President [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||
President [Member] | Warrants Issused Subscription Receivable [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 300,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.60 | ||
President [Member] | Secured Promissory Note [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Financing Receivable, after Allowance for Credit Loss, Total | $ 34,987 | ||
Financing Receivable, Principal Amount | $ 30,000 | ||
Financing Receivable, Interest Rate, Stated Percentage | 4% | ||
President [Member] | Warrants Issused Subscription Receivable [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 300,000 | ||
Former Employee [Member] | Warrants Issused Subscription Receivable [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 928,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.75 | ||
Former Employee [Member] | Secured Promissory Note [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Financing Receivable, after Allowance for Credit Loss, Total | $ 55,472 | ||
Financing Receivable, Principal Amount | $ 46,400 | ||
Financing Receivable, Interest Rate, Stated Percentage | 4% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended June 30, 2023 | $ 43,750 |
Year ended June 30, 2024 | 75,000 |
Year ended June 30, 2025 | 31,250 |
Undiscounted cash flow | 150,000 |
Less imputed interest | (17,888) |
Total | $ 132,112 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 05, 2022 | May 01, 2022 | Oct. 10, 2016 | Feb. 10, 2015 | Mar. 31, 2023 | Jun. 15, 2022 | Mar. 23, 2022 | Mar. 21, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 29, 2021 | Aug. 01, 2018 | Feb. 28, 2018 | Apr. 27, 2017 | Oct. 31, 2016 | Sep. 25, 2014 | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||||||||||||
Compensation increased | $ 25,000 | |||||||||||||||||||
Cash compensation paid | $ 154,933 | |||||||||||||||||||
Exercise bonus | 75% | |||||||||||||||||||
Warrants held by trust owned | 3,000,000 | |||||||||||||||||||
Warrants and Rights Outstanding | 17,612,151 | |||||||||||||||||||
Debt instrument paid amount | $ 2,665,500 | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 25% | 25% | ||||||||||||||||||
Principal, interest | $ 666,375 | $ 666,375 | ||||||||||||||||||
Aggregate payment | $ 1,999,125 | |||||||||||||||||||
Sale of domain, description | the Company entered into an agreement to sell domain name <biontech.com> and other related assets to BioNTech SE (“BNTX”) for the sum of $950,000 (before expenses related to the transaction) which sale was closed/completed on April 2, 2022 with a one-time gain of $902,490. | |||||||||||||||||||
Loan related to construction | $ 10,010,000 | |||||||||||||||||||
Accrued interest | 2,255,802 | |||||||||||||||||||
Total assets | 5,414,725 | $ 297 | $ 6,360,337 | 0 | ||||||||||||||||
Total liabilities | 6,548,173 | 10,154,334 | 7,254,916 | 10,234,501 | ||||||||||||||||
Accounts payable and accrued liabilities | 549,425 | 9,939,148 | 1,360,644 | 10,009,802 | ||||||||||||||||
Accounts payable | 214,235 | 212,263 | ||||||||||||||||||
Accrued Liabilities, Current | 950 | $ 12,436 | ||||||||||||||||||
Gain on legal dissolution of subsidiary | $ 10,234,501 | |||||||||||||||||||
Line of Credit, Current | 9,868,495 | $ 9,868,495 | ||||||||||||||||||
Weighted average remaining lease term | 2 years 3 months 29 days | |||||||||||||||||||
Discounted rate | 10% | |||||||||||||||||||
P A 1 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 8,137,117 | |||||||||||||||||||
Gain (Loss) on Securitization of Financial Assets | $ 104,725 | |||||||||||||||||||
Pennvest Loan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,754,000 | |||||||||||||||||||
Debt Instrument, Annual Principal Payment | 5,886,000 | |||||||||||||||||||
Long-Term Debt, Maturity, Year Two | 846,000 | |||||||||||||||||||
Long-Term Debt, Maturity, Year Three | 873,000 | |||||||||||||||||||
Long-Term Debt, Maturity, Year Four | 149,000 | |||||||||||||||||||
Interest Expense, Debt | $ 123,444 | 246,887 | $ 123,444 | $ 246,887 | ||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Warrants exercisable per share | $ 0.60 | |||||||||||||||||||
Exercise bonus | 50% | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Warrants exercisable per share | $ 1.60 | |||||||||||||||||||
Exercise bonus | 90% | |||||||||||||||||||
Years One Through Five [Member] | Pennvest Loan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.547% | |||||||||||||||||||
Years Six Through Maturity [Member] | Pennvest Loan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 3.184% | |||||||||||||||||||
Smith [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Cash compensation paid | $ 60,000 | 54,000 | ||||||||||||||||||
President [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Monthly Officers Cash Compensation | $ 18,000 | |||||||||||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||||||||||||
President [Member] | Extension Bonus [Member] | Fy 2016 Extension Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Deferred Compensation, Maximum Convertible Amount | $ 300,000 | $ 125,000 | ||||||||||||||||||
Deferred Compensation, Stock Conversion, Price Per Share (in dollars per share) | $ 0.75 | $ 0.75 | ||||||||||||||||||
President [Member] | Warrants Issused Subscription Receivable [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 300,000 | |||||||||||||||||||
Warrants exercisable per share | 0.60 | |||||||||||||||||||
President [Member] | Warrants Issued In Connection With Sale Of Units In Exchange For Salary [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Warrants exercisable per share | $ 0.75 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Monthly Officers Cash Compensation | $ 31,000 | $ 25,000 | ||||||||||||||||||
Warrants exercisable per share | $ 1 | |||||||||||||||||||
Cash compensation paid | 45,500 | 0 | ||||||||||||||||||
Deferred Compensation, Maximum Convertible Amount | 10,000 | |||||||||||||||||||
Exercise bonus | 75% | |||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||
Cancellation of warrants | 700,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Secured Promissory Note Consideration For Warrants Expiring On December 312025 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Total | 351,812 | |||||||||||||||||||
Repayments of Long-term Debt, Total | $ 75,000 | $ 60,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Warrants Issused Subscription Receivable [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,565,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Warrants Expiring On December 312025 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,000,000 | |||||||||||||||||||
Bassani [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries and wages | $ 31,000 | |||||||||||||||||||
Additional paid amount | $ 2,000 | |||||||||||||||||||
Bassani [Member] | Forecast [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Interest bearing secured promissory note | $ 300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Oct. 28, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Sale of units, price per share | $ 1.60 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units | 26,230 | |
Sale of units, price per unit | $ 1 | |
Sale of units, price per share | $ 0.75 | |
Expiry date | Dec. 31, 2024 | |
Proceeds from sale of units | $ 26,230 |