Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 | 56,201,815 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash | $ 384,735 | $ 625,964 |
Prepaid expenses | 3,394 | 16,785 |
Deposits and other assets | 6,000 | 6,000 |
Total current assets | 394,129 | 648,749 |
Operating lease right-of-use asset | 66,090 | 93,875 |
Property and equipment, net (Note 3) | 9,110,640 | 6,851,009 |
Total assets | 9,570,859 | 7,593,633 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,648,005 | 677,136 |
Deferred compensation (Note 4) | 1,225,226 | 864,781 |
Convertible Bridge Note Payable (Note 6) | 255,407 | |
Operating lease liability, current (Note 9) | 71,091 | 75,000 |
Total current liabilities | 4,199,729 | 1,616,917 |
Operating lease liability, long term (Note 9) | 29,068 | |
Convertible notes payable - affiliates (Note 6) | 1,740,083 | 1,715,970 |
Total liabilities | 5,939,812 | 3,361,955 |
Equity (deficit): | ||
Common stock, no par value, 250,000,000 shares authorized, 50,611,962 and 48,044,790 shares issued, respectively; 49,907,653 and 47,340,480 shares outstanding, respectively | ||
Additional paid-in capital | 132,798,923 | 131,935,418 |
Subscription receivable - affiliates (Note 8) | (504,650) | (504,650) |
Accumulated deficit | (128,700,799) | (127,236,663) |
Total Bion's stockholders’ equity (deficit) | 3,593,474 | 4,194,105 |
Noncontrolling interest | 37,573 | 37,573 |
Total equity (deficit) | 3,631,047 | 4,231,678 |
Total liabilities and deficit | $ 9,570,859 | $ 7,593,633 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 50,611,962 | 48,044,790 |
Common stock, shares outstanding | 49,907,653 | 47,340,480 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses: | ||||
General and administrative (including stock-based compensation) | 636,017 | 630,542 | 1,302,272 | 1,497,036 |
Depreciation | 460 | 394 | 921 | 724 |
Research and development (including stock-based compensation) | 7,431 | 15,148 | 15,730 | 43,591 |
Total operating expenses | 643,908 | 646,084 | 1,318,923 | 1,541,351 |
Loss from operations | (643,908) | (646,084) | (1,318,923) | (1,541,351) |
Other (income) expense: | ||||
Interest income | (109) | (1,375) | (504) | (3,310) |
Interest expense | 74,790 | 85,285 | 145,717 | 111,380 |
Total other expense | 74,681 | 83,910 | 145,213 | 108,070 |
Net income (loss) | (718,589) | (729,994) | (1,464,136) | (1,649,421) |
Net loss attributable to the noncontrolling interest | ||||
Net income (loss) applicable to Bion's common stockholders | $ (718,589) | $ (729,994) | $ (1,464,136) | $ (1,649,421) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net income (loss) applicable to Bion's common stockholders per basic | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.04) |
Net income (loss) applicable to Bion's common stockholders per diluted | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.04) |
Weighted-average number of common shares outstanding, Basic | 48,748,554 | 43,620,051 | 49,321,180 | 43,533,789 |
Weighted-average number of common shares outstanding, Diluted | 48,748,554 | 43,620,051 | 49,321,180 | 43,533,789 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' 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, 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 | 546,230 | 546,230 | ||||||
Sale of units, shares | 546,230 | |||||||
Warrants exercised for common shares | 88,375 | 88,375 | ||||||
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 | 227,521 | 227,521 | ||||||
Net loss | (1,649,421) | (1,649,421) | ||||||
Ending balance, value at Dec. 31, 2022 | 124,627,172 | (504,650) | (125,696,969) | 37,573 | (1,536,874) | |||
Ending balance, shares at Dec. 31, 2022 | 44,529,884 | |||||||
Beginning balance, value at Sep. 30, 2022 | 124,300,604 | (504,650) | (124,966,975) | 37,573 | (1,133,448) | |||
Beginning balance, shares at Sep. 30, 2022 | 44,303,654 | |||||||
Sale of units | 226,230 | 226,230 | ||||||
Sale of units, shares | 226,230 | |||||||
Issuance of warrants for services | 32,250 | 32,250 | ||||||
Modification of warrants | 68,088 | 68,088 | ||||||
Net loss | (729,994) | (729,994) | ||||||
Ending balance, value at Dec. 31, 2022 | 124,627,172 | (504,650) | (125,696,969) | 37,573 | (1,536,874) | |||
Ending balance, shares at Dec. 31, 2022 | 44,529,884 | |||||||
Beginning balance, value at Jun. 30, 2023 | 131,935,418 | (504,650) | (127,236,663) | 37,573 | 4,231,678 | |||
Beginning balance, shares at Jun. 30, 2023 | 48,880,237 | |||||||
Sale of units | 420,742 | 420,742 | ||||||
Sale of units, shares | 403,589 | |||||||
Warrants exercised for common shares | 28,500 | 28,500 | ||||||
Warrants exercised for common shares , shares | 38,000 | |||||||
Warrants exercised under cashless exercise | ||||||||
Warrants exercised under cashless exercise , shares | 265,639 | |||||||
Issuance of units for services | 76,320 | 76,320 | ||||||
Issuance of units for services, shares | 56,759 | |||||||
Issuance of warrants for services | 5,000 | 5,000 | ||||||
Vesting of options for employees and services | 107,487 | 107,487 | ||||||
Vesting of warrants for employees and services | 6,563 | 6,563 | ||||||
Debt Modification | (16,861) | (16,861) | ||||||
Conversion of debt and liabilities | 91,548 | 91,548 | ||||||
Conversion of debt and liabilities, shares | 967,738 | |||||||
Modification of warrants | 150,206 | 150,206 | ||||||
Commission on sale of units | (6,000) | (6,000) | ||||||
Net loss | (1,464,136) | (1,464,136) | ||||||
Ending balance, value at Dec. 31, 2023 | 132,798,923 | (504,650) | (128,700,799) | 37,573 | 3,631,047 | |||
Ending balance, shares at Dec. 31, 2023 | 50,611,962 | |||||||
Beginning balance, value at Sep. 30, 2023 | 132,197,829 | (504,650) | (127,982,210) | 37,573 | 3,748,542 | |||
Beginning balance, shares at Sep. 30, 2023 | 49,485,556 | |||||||
Sale of units | 375,000 | 375,000 | ||||||
Sale of units, shares | 375,000 | |||||||
Warrants exercised under cashless exercise | ||||||||
Warrants exercised under cashless exercise , shares | 265,639 | |||||||
Issuance of units for services | 48,334 | 48,334 | ||||||
Issuance of units for services, shares | 36,506 | |||||||
Issuance of warrants for services | 5,000 | 5,000 | ||||||
Vesting of options for employees and services | 52,378 | 52,378 | ||||||
Vesting of warrants for employees and services | 3,281 | 3,281 | ||||||
Debt Modification | (8,430) | (8,430) | ||||||
Conversion of debt and liabilities | 42,500 | 42,500 | ||||||
Conversion of debt and liabilities, shares | 449,261 | |||||||
Modification of warrants | 89,031 | 89,031 | ||||||
Commission on sale of units | (6,000) | (6,000) | ||||||
Net loss | (718,589) | (718,589) | ||||||
Ending balance, value at Dec. 31, 2023 | $ 132,798,923 | $ (504,650) | $ (128,700,799) | $ 37,573 | $ 3,631,047 | |||
Ending balance, shares at Dec. 31, 2023 | 50,611,962 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,464,136) | $ (1,649,421) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 921 | 724 |
Accrued interest on loans payable, deferred compensation and other | 145,717 | 43,292 |
Stock- based compensation | 129,048 | 223,021 |
Stock-based compensation for services | 81,321 | 127,250 |
Decrease in prepaid expenses | 13,391 | 80,062 |
Decrease in accounts payable and accrued expenses | 220,699 | (949,097) |
Decrease (increase) in operating lease assets and liabilities | (5,192) | 32,308 |
Increase in deferred compensation | 427,583 | 170,000 |
Net cash used in operating activities | (450,648) | (1,921,861) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (483,823) | (739,486) |
Net cash used in investing activities | (483,823) | (739,486) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of units | 420,742 | 546,230 |
Commission on the sale of units | (6,000) | |
Proceeds from convertible bridge loan | 250,000 | |
Proceeds from exercise of warrants | 28,500 | 56,125 |
Net cash provided by financing activities | 693,242 | 602,355 |
Net decrease in cash | (241,229) | (2,058,992) |
Cash at beginning of year | 625,964 | 3,160,442 |
Cash at end of year | 384,735 | 1,101,450 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Non-cash investing and financing transactions: | ||
Conversion of debt and liabilities into common units | 49,048 | 50,000 |
Conversion of debt and liabilities into notes payable | 23,943 | |
Conversion of deferred compensation to notes payable | 80,767 | 60,000 |
Conversion of notes payable into shares | 91,548 | |
Purchase of property and equipment for accounts payable | $ 1,750,170 | $ 135,673 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS: | 6 Months Ended |
Dec. 31, 2023 | |
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: DUE TO THE RECENT DEATH (FOLLOWING EXTENDED ILLNESS) OF DOMINIC BASSANI (WHO MOST RECENTLY SERVED AS OUR COO (FROM MAY 2022) AFTER SERVING AS OUR CEO FOR THE PRIOR DECADE) AND DIFFICULTIES IN RAISING NEEDED FUNDS (WHICH RE-EMERGED DURING THE 2023 FISCAL YEAR AND HAVE CONTINUED THROUGH THE CURRENT QUARTER TO DATE), THE COMPANY IS FACING INCREASED CAPITAL NEEDS AND THE NEED TO TRANSITION TO A YOUNGER MANAGEMENT TEAM (MARK A. SMITH, THE COMPANY’S PRESIDENT AND GENERAL COUNSEL, PROVIDED NOTICE DURING EARLY 2023 OF HIS INTENT TO PHASE OUT HIS MANAGEMENT ROLES EARLY THIS CALENDAR YEAR). THESE ITEMS HAVE BEEN PREVIOUSLY DISCLOSED BUT THE COMPANY BELIEVES IT IS IMPORTANT TO FEATURE THEM ‘UPFRONT’ AT THIS POINT. PLEASE NOTE: A: See “Going Concern and Management’s Plans” below. 4.2 2.6 B: 1,500,000 1,500,000 250,000 9 1.00 250,000 See Notes re Bridge Loan/Default. See Consolidated Financial Statements ‘Management’s Discussion and Analysis’. 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 make livestock production more sustainable, profitable and transparent. We intend to accomplish this by deploying our Gen3Tech platform/business model (discussed below) in ventures focused on the ‘feeder’ space of the livestock production/value chain to provide the consumer with verifiably sustainable premium meat products (together with environmentally friendly, sustainable and/or organic co-products from the production process). Bion believes this approach can create extraordinary value for our shareholders and employees (all of whom own securities in the Company) and for livestock/agriculture industry ‘partners’ who join us in our ventures. We anticipate pursuing the opportunity created by our third generation technology (“Gen3Tech”) and business/technology platform in conjunction with other industry practices (“Gen3Tech Platform” or “Platform”) utilizing a joint venture/strategic partner model. We believe our approach will improve the well-being of farmers, ranchers, feeders, etc. that we work with and create value for our shareholders while improving the environment. 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 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 ‘assets’ – nutrients and methane – have traditionally been wasted or underutilized and are the same ‘pollutants’ that today fuel harmful algae blooms, contaminate surface groundwater, and exacerbate climate change. Bion’s business model and technology platform can create the opportunity for joint ventures (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). To accomplish Bion’s goals, we anticipate the we will ‘partner’ with other technology companies who provide solutions for different links of the beef (and other livestock) value chain and with strategic partners up and down the supply chain . Bion’s Gen3Tech 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 animal raising and waste treatment process will be third-party verified, providing the basis for additional revenues, including carbon and/or renewable energy-related credits and, eventually, payment for a range of ecosystem services, including 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 calendar 2022 Bion began pre-marketing our sustainable beef opportunity to retailers, food service distributors and the meat industry in the U.S. In general, the response has been favorable. During our 2023 fiscal year, Bion entered into three (3) letters of intent (“LOIs”): a) July 2022 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Ribbonwire Ranch (“Ribbonwire LOI”), in Dalhart, Texas (with a provision to expand to 60,000 head) (“Dalhart Project”), (b) January 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Olson Feeders and TD Angus (“Olson LOI”), near North Platte, Nebraska (with a provision to expand to 45,000 head or more) (“Olson Project”) and c)April 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with Dakota Valley Growers (“DVG LOI”) near Bathgate, North Dakota (“DVG Project”). The Company is in discussions with additional parties regarding potential further LOIs. Based on our experience to date, we believe we will not have difficulty in securing participation in our Projects from additional feeders/cattlemen. The Olson, Dalhart and DVG Projects (and subsequent Projects) will be developed to produce blockchain-verified, sustainable beef in customized covered barns (resulting in reduced stress on cattle caused by extreme weather and temperatures and resulting higher feed/weight gain efficiency) with ongoing manure transfer (through slatted floors) to anaerobic digesters (AD) to capture nitrogen from the manure stream before loss to the atmosphere and generate renewable natural gas (RNG) for sale while remediating the environmental/carbon impacts usually associated with cattle feedlots and CAFOs. Bion’s patented Gen3Tech platform will refine the waste stream into valuable coproducts that include clean water, RNG, photovoltaic solar electricity and fertilizer (‘climate smart’ and/or organic) products. We anticipate converting tone or more of these LOIs into definitive JV agreements and creating related distribution agreements with key retailers and food service distributors during the current calendar year. Our business plan is focused on executing multiple agreements and letters of intent related to additional sustainable beef JV projects over the next twenty-four (24) months while continuing our work at the Initial Project (see below) and commencing development of one or more of the Dalhart/Olson/DVG Projects (“LOI Projects”)(and/or other Gen3Tech beef JV projects) while pursuing other opportunities in the livestock industry enabled by our Gen3Tech business model. The LOI announcements have generated significant interest within the livestock industry (among ranchers, feedlot operators, farmers and other AG industry parties) and has led to and assisted our discussions with many major of the larger agriculture/livestock industry companies (including those involved with distribution and/or sales of meat products) in the country which are ongoing at this date. 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 at a rapid pace. During the 2023 calendar year, the Company has constructed (construction is largely completed) our 3GTech Ammonia Recovery System (‘ARS’) located near Fair Oaks, Indiana and begun operations of phase 1 of our Initial Project (our commercial scale demonstration facility) located near Fair Oaks, Indiana. The Initial Project has been deemed ‘placed in service’ effective January 1, 2024. Operating results to date at Fair Oaks indicate ARS performance will exceed initial expectations for ammonia recovery and related economics. The Company recently announced that we have achieved key objectives in the optimization of its ARS and will now begin the final design process for full-scale systems based on results to date (and testing over the remainder of this fiscal year) at the Initial Project. The ARS has achieved and maintained controlled steady-state operations under a variety of conditions. When operated at steady state, the system produces an ammonium distillate (solution), the base of Bion’s nitrogen fertilizer products. Bion has begun optimizing the ARS’s operating parameters with the goal of meeting and/or exceeding the results needed for Bion’s economic models for large-scale commercial projects. The Company expects the current optimization phase will continue during the next quarter (or longer) and provide data required to support final design/engineering for commercial project modules. We believe this data will also provide additional potential stakeholders (cattle producers, cattle feeders, packers, distributors, retailers and financial institutions) with the information they need to proceed with confidence in collaborating with Bion on multiple new projects (see below). Final economic and energy efficiency models will be validated during the final design process. The Company intends to engage a third party engineering firm during the next quarter to prepare a third-party evaluation of the ARS while also moving forward on final commercial design process. The patented ARS is the core of Bion’s Gen3Tech platform. It recovers and upcycles problem ammonia contained in the effluent from anaerobic digestion (where methane is captured and more ammonia is released) of the livestock manure waste stream. The ARS captures the ammonia, minimizing its environmental impacts and creating low-carbon and/or organic nitrogen fertilizer products with it. During the last three (3) months,, the Company has produced ammonium distillate and ammonium bicarbonate solutions at the Initial Project in several concentrations and plans to initiate the application process for organic certification for each concentration of liquid fertilizer product. Multiple applications to OMRI (Organic Materials Review Institute) and CDFA (California Department of Food and Agriculture) are being prepared for listing/certification of new organic products. Bion received an OMRI-Listing in 2020 for its initial product. Bion will continue producing liquid and crystal fertilizers at the Initial Project to support testing and life-cycle analysis, product trials, and ongoing organic initiatives. Bion will produce a solid/granular nitrogen fertilizer product at the Initial Project (when the crystalizer module is ready for operation) which we believe will be both ‘Climate-Smart’ and ‘Water-Smart’ – a pure nitrogen fertilizer with a low carbon footprint, that is water soluble and readily available to plants. Samples of the granular product will also be utilized to support organic certification applications. See Fertilizer---Organic and ‘ClimateSmart’ Note that Bion recently announced its intention to establish strategic partnerships to market the ARS as a stand-alone addition to anaerobic digestion (“AD”) nitrogen control solution in two sectors: A) INDUSTRIAL AND MUNICIPAL WASTEWATER. B) ANIMAL WASTE. Bion is now focused primarily on: i) operation and further testing at the Initial Project, our initial commercial-scale Gen3Tech installation, for support of design/feasibility studies/reports related to our initial JV Projects (and further optimization of its operational parameters), ii) pre-development planning of the LOI Projects (and/or other Gen3Tech beef JV projects) including steps toward distribution agreements, iii) developing applications and markets for its low carbon ‘ClimateSmart’ and organic fertilizer products (including listings/certifications of multiple liquid and solid 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 herein) (and related Projects) based on the augmented capabilities of our Gen3Tech business platform (in the sustainable beef and other livestock segments), (v) exploring JVs re stand-alone ARS markets, while (vi) 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 (despite the lack of verifiably sustainable attributes). The Company believes that its Gen3Tech, in addition to providing superior environmental remediation, creates opportunities for large scale production of i) verifiably sustainable-branded conventional 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 production/marketing opportunity for Bion (but the former is far larger). 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 2022-23, the Company entered into 3 LOIs setting forth the parties’ intention to negotiate joint venture agreement (“JVA”) and enter into joint ventures (“JV”) to develop and operate 15,000 head integrated, sustainable beef facilities (with future expansion under consideration) including: 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 Gen3Tech module (which will utilize the recycled CO2 to increase ammonia nitrogen/ammonium bicarbonate recovery) for the production of ammonia nitrogen fertilizer for use in organic and/or ‘ClimateSmart’ low carbon crop production (plus residual organic solids and clean water), d) which will produce verifiably sustainable beef products with USDA certified branding. The opportunity presented by the LOIs 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 To place the LOI Projects in the context of Company’s business plan (and our prior public disclosure), if the contemplated ventures move forward on the timelines currently contemplated, active development of the initial LOI Project will commence during 2024. As a pre-cursor to such activity, the Company has constructed and commenced operations of the initial phase of our previously discussed Gen3Tech 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 Gen3Tech module for finalization of design parameters and fabrication details of our planned 15,000 head commercial facilities (including the LOI Projects). For the purposes of this initial phase, the Company, in order to accelerate the data acquisition phase, is utilizing anaerobic digester effluent from the nearby/contiguous Fair Oaks dairy. Thereafter, the Company will evaluate what, if any, additional facilities and testing will take place at that location. 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. 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 head of beef cattle. If all phases of the Initial Project are constructed, the facility will include Bion’s Gen3Tech platform including: i) covered barns (possibly including roof top solar photovoltaic generation), ii) anaerobic digestion for renewable energy recovery, iii) livestock waste treatment and resource recovery technology, iv) Bion’s ammonium bicarbonate recovery and crystallization technology and iv) data collection software to document system efficiencies and environmental benefits (with the Bion Gen3Tech facilities capable of treating the waste from approximately 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 was designed/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 3 rd iii. Produce sufficient ammonium bicarbonate nitrogen fertilizer (“AD Nitrogen”) in liquid and solid forms for commercial testing by potential joint venture partners and/or purchasers, for university growth trials and to provide samples (and related documentation) to support applications for organic and/or ‘ClimateSmart’ certifications. iv. Produce sustainable beef products for initial test marketing efforts. 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 25 533,100 83,275 2,615,500 50,000 6,442,812 6,983954 1,750,170 Buflovak has worked with the Company on design and testing of its 3G Tech over several years. The basic design for the Initial Project’s Bion System is complete, fabrication and delivery of equipment from Buflovak from the Purchase Order Agreement has been largely completed and assembly/construction is in process. 3G1 is working in concert with Integrated Engineering Services, the primary site engineering firm for the facility, on the integration of all project components/modules at the Initial Project site. Additional agreements have been entered into various professional services providers (engineers, surveyors, utilities, etc.) for work related to the Initial Project. The Company has incurred costs of $ 8,177,452 The Initial Project will be carried out in stages with phase one focused largely 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 liquid and/or solid ammonium bicarbonate fertilizer product lines), Bion expects to be ready to move forward with its plans for development of much larger facilities including the LOI Projects, including final design of its Gen3Tech modules. The Company anticipates that discussions and negotiations it has begun (together with additional opportunities that will be generated over the next 12-24 months) regarding potential JVs with strategic partners in the financial, livestock and food distribution industries to develop large scale projects will continue during the optimization operations of the Initial Project with a 2024 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 Company will determine whether to complete the entire Initial Project as originally designed at that location or the relocate the core modules to an alternative permanent location. The Company has engaged in discussion with the University of Nebraska-Lincoln to jointly develop an integrated beef facility based on Bion’s Gen3Tech and business model at its Klosterman Feedyard Innovation Center (“KFIC”) (or other mutually agreed upon location) which facility would include 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 will also evaluate re-locating the core module of the Initial Project to Dalhart, Texas, where it might be integrated into the first phases of the Dalhart Project and/or other locations. 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 and the California Department of Food & Agriculture (“CDFA”) without success to date , in part due to the novel nature of our Gen3Tech in the context of organic certifications). The Company anticipates filing multiple new applications with OMRI and CDFA (and possible others) for higher concentration liquid products and solid products based on production from the Initial Project over the next several months. See “ Fertilizer– Organic and ‘ClimateSmart’ 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 large, but apparently limited, segment of consumers is choosing seemingly sustainable offering, and are also willing to pay a premium for it. Tyson Foods, in the context of launching its Brazen beef initiative, recently said, “consumers would be willing to pay at least 24 percent more for environmentally friendly, sustainable options at retail.” 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, will enable the cleanup of one of the ‘dirtiest’ parts 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 was 63% more expensive in 2021, while pork and chicken, which are now primarily raised in covered barns at CAFOs with highly integrated supply chains, were 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. 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 also recently entered the plant protein space. While meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible Foods, have been heavily promoted (by themselves and the media) and enjoyed remarkable initial sales growth, recently, sales have flattened and/or declined over the past 18 months. 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---and market growth rates have substantially slowed and may have already plateaued and/or peaked. 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 plan |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation: The condensed 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% owned subsidiary, Centerpoint Corporation (“Centerpoint”). All significant intercompany accounts and transactions have been eliminated in consolidation. 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 condensed consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed 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 December 31, 2023, the results of operations and cash flows of the Company for the three and six months ended December 31, 2023 and 2022. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. 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 December 31, 2023 and June 30, 2023 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 condensed 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 condensed consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the condensed 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 and six months ended December 31, 2023 and 2022, 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 warrants and option and convertible securities December 31, December 31, Warrants 23,905,539 20,660,031 Options 12,006,600 11,201,600 Convertible debt 9,754,772 11,010,012 The following is a reconciliation of the denominators of the basic and diluted income (loss) per share computations for the three and six months ended December 31, 2023 and 2022. Schedule of basic and diluted income (loss) per share Three months ended December 31, 2023 Three months ended December 31, 2022 Six months ended December 31, 2023 Six months ended December 31, 2022 Shares issued – beginning of period 49,485,556 44,303,654 48,880,237 43,758,820 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 48,781,247 43,599,345 48,175,928 43,054,511 Weighted average shares issued 98,186 20,706 572,626 479,278 Diluted weighted average shares – 48,879,433 43,620,051 48,748,554 43,533,789 Use of estimates: In preparing the Company’s condensed 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 condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. |
PROPERTY AND EQUIPMENT_
PROPERTY AND EQUIPMENT: | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT: | 3. PROPERTY AND EQUIPMENT: Property and equipment consist of the following: Schedule of property and equipment December 31, 2023 June 30, 2023 Computers and office equipment 15,156 15,156 Initial Project: construction in process 9,108,312 6,847,760 Property and equipment, gross 9,123,468 6,862,916 Less accumulated depreciation (12,828 ) (11,907 ) Property and equipment, net $ 9,110,640 $ 6,851,009 The 3G1 project (“Initial 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 the Initial Project construction in process includes $ 238,540 98,104 135,648 135,648 Management has reviewed the remaining property and equipment for impairment as of December 31, 2023 and believes that no Depreciation expense was $ 460 394 921 724 |
DEFERRED COMPENSATION_
DEFERRED COMPENSATION: | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
DEFERRED COMPENSATION: | 4. DEFERRED COMPENSATION: The Company owes deferred compensation to various employees, former employees and consultants totaling $ 1,225,226 714,222 255,000 652,252 70,450 The sums owed to Bassani and Smith are owed pursuant to extension agreements effective January 1, 2015, whereby unpaid compensation earned after January 1, 2015, accrues interest at 4 10 481,972 O’Neill is owed balance of $ 255,000 80,000 The Company also owes various consultants and an employee, pursuant to various agreements, for deferred compensation of $ 175,024 79,750 0 3 300,000 0.75 The Company recorded interest expense of $ 7,201 6,875 4,873 4,345 13,629 12,511 9,424 8,464 |
LOANS PAYABLE_
LOANS PAYABLE: | 6 Months Ended |
Dec. 31, 2023 | |
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 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 condensed 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_
CONVERTIBLE NOTES PAYABLE: | 6 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE: | 6. CONVERTIBLE NOTES PAYABLE: Adjusted 2020 Convertible Obligations and Adjusted September 2015 Convertible Notes Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long term convertible obligations (including most of the 2020 Convertible Obligations and September 2015 Convertible Notes --- see below) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $3.47 million, in aggregate –See Note 7 below, ‘Debt Modification to Additional Paid in Capital’) Mark A. Smith (the Company’s President)(“Smith”), Dominic Bassani (the Company’s Chief Operating Officer) (“Bassani”) ( NOTE 1,109,649 1,939,670 424,873 .0946 .0953 .0953 262,154 434,016 96,364 24,230 4,012 As of December 31, 2023, the Adjusted 2020 Convertible Obligation balances, including accrued interest, owed Bassani (and his donees), Smith and Edward Schafer were $ 450,361 44,017 99,993 441,446 130,180 98,014 As of December 31, 2023 the Adjusted September 2015 Convertible Notes balances, including accrued interest, owed Bassani Family Trusts and Schafer were $ 25,143 4,163 24,645 4,081 2020 Convertible Obligations The 2020 Convertible Obligations (which combined/replaced prior convertible instruments dating to 2017 (or earlier), which accrue interest at either 4 4 0.50 0.50 As of December 31, 2023, the remaining unadjusted portion of the 2020 Convertible Obligation balances, including accrued interest, owed Bassani Family Trusts (and his donees) and Smith, were $ 367,660 118,732 As of December 31, 2022, the 2020 Convertible Obligation balances, including accrued interest, owed Bassani Family Trusts, Smith and Schafer were $ 2,644,553 1,388,421 508,352 During the six months ended December, 2023, Smith elected to convert $ 91,548 967,738 0.0946 The Company recorded interest expense of $ 7,875 82,740 26,559 66,104 Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long-term convertible obligations (including most of the 2020 Convertible Obligations and September 2015 Convertible Notes) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $ 3.47 Mark A. Smith (the Company’s President) (“Smith”), Dominic Bassani (the Company’s Chief Operating Officer) (“Bassani”) (NOTE: Dominic Bassani passed away on October 11, 2023. See Note 10) and Ed Schafer (Director) (“Schafer”), adjusted/reduced the principal owed to them by $ 1,109,649 1,939,670 424,873 September 2015 Convertible Notes During the year ended June 30, 2016, the Company entered into September 2015 Convertible Notes with Bassani, Schafer and a Shareholder which replaced previously issued promissory notes. The September 2015 Convertible Notes bear interest at 4% per annum, have maturity dates of July 1, 2024, and may be converted at the sole election of the noteholders into restricted common shares of the Company at a conversion price of $ 0.60 The balances of the September 2015 Convertible Notes as of December 31, 2023, including accrued interest owed Bassani, Schafer and Shareholder, are $ 186,725 4,163 468,431 284,211 21,173 453,314 The Company recorded interest expense of $ 10,158 12,731 Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long term convertible obligations (including the September 2015 Convertible Notes owned by Bassani and Schafer) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $3.52 million, in aggregate) while equitably maintaining existing conversion rights. Mark A. Smith (the Company’s President), Dominic Bassani (the Company’s Chief Operating Officer)(and a family Trust) and Ed Schafer (Director), adjusted/reduced the principal owed to them by $ 1,109,649 1,939,670 424,873 25,143 4,163 Convertible Bridge Loan/Default On September 28, 2023 the Company entered into an agreement for a $ 1,500,000 1,500,000 250,000 9 1.00 250,000 The Company recorded interest expense of $ 5,407 |
STOCKHOLDERS_ EQUITY_
STOCKHOLDERS’ EQUITY: | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY: | 7. STOCKHOLDERS’ EQUITY: Debt Modification to Additional paid in capital Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long term convertible obligations (including most of the 2020 Convertible Obligations and September 2015 Convertible Notes --- see below) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $ 3.47 ) Mark A. Smith (the Company’s President)(“Smith”), Dominic Bassani (then the Company’s Chief Operating Officer)(“Bassani”) (NOTE: Dominic Bassani passed away on October 11, 2023.) and Ed Schafer (Director)(“Schafer”), adjusted/reduced the principal owed to them by $ 1,109,649 1,939,670 424,873 .0946 .0953 .0953 0.115 The Adjusted 2020 Convertible Obligations and Adjusted September 2015 Convertible Notes do not accrue any interest until their maturity date (July 1, 2024). The Company treated this as an equity transaction and recorded the reduction of debt through additional paid in capital at the net present value of the modified debt agreements. This resulted in an increase to Additional Paid in Capital of $ 3,522,000 14,051 16,861 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, 2023, and 2022, the Company declared dividends of nil and $ 1,000 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 six months ended December 31, 2023, the Company entered into subscription agreements to sell 28,589 1.60 2.40 28,589 45,742 Warrants During the six months ended December 31, 2023, the Company entered into subscription agreements to sell 75,000 1.00 1.25 75,000 75,000 Warrants During the six months ended December 31, 2023, the Company entered into subscription agreements to sell 300,000 1.00 1.25 300,000 300,000 Warrants During the six months ended December 31, 2023, 38,000 38,000 0.75 28,500 During the six months ended December 31,2023, Smith elected to converted $ 91,548 967,738 75 During the six months ended December 31, 2023, the Company issued 7,500 1.20 9,000 During the six months ended December 31, 2023, the Company issued 10,753 1.55 16,667 During the six months ended December 31, 2023, the Company issued 2,000 1.16 2,320 During the six months ended December 31, 2023, the Company issued 15,000 1.00 15,000 During the six months ended December 31, 2023, the Company issued 21,506 1.55 33,334 During the six months ended December 31, 2023, the Company issued 265,639 Warrants: As of December 31, 2023, the Company had approximately 24 2.40 The weighted-average exercise price for the outstanding warrants is $ 0.64 1 During the six months ended December 31, 2023, Smith elected to converted $ 91,548 967,738 .75 75 During the six months ended December 31, 2023, the Company entered into subscription agreements to sell 28,589 1.60 2.40 28,589 45,742 1,003,590 1.25 501,795 October 1, 2023 During the six months ended December 31, 2023, the Company approved the modification of existing warrants held by brokers, which extended certain expiration dates. The modifications resulted in interest expenses of $ 135,207 15,000 During the six months ended December 31, 2023, 38,000 38,000 0.75 28,500 During the six months ended December 31, 2023, the Company issued 50,000 5,000 During the six months ended December 31, 2023, the Company issued 265,639 Effective May 1, 2022, an entity affiliated with William O’Neill (“O’Neill”) was issued 1,000,000 1.00 700,000 75 700,000 May 1, 2023 6,563 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 March 15, 2023, the Company granted 30,000 On May 9, 2023, the Company granted 500,000 The Company recorded compensation expense related to employee stock options of $ 107,487 A summary of option activity under the 2006 Plan for six months ended December 31, 2023 is as follows: Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2023 12,006,600 $ 0.85 1.83 $ 5,085,659 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2023 12,006,600 $ 0.85 1.32 $ 1,778,547 The total fair value of stock options that vested during the six months ended December 31, 2023 and 2022 was nil and nil, respectively. As of December 31, 2023, the Company had no unrecognized compensation cost related to stock options. |
SUBSCRIPTION RECEIVABLE - AFFIL
SUBSCRIPTION RECEIVABLE - AFFILIATES: | 6 Months Ended |
Dec. 31, 2023 | |
Subscription Receivable - Affiliates | |
SUBSCRIPTION RECEIVABLE - AFFILIATES: | 8. SUBSCRIPTION RECEIVABLE - AFFILIATES: As of December 31, 2023, the Company has three interest bearing, secured promissory notes with an aggregate principal amount of $ 428,250 526,142 5,565,000 0.75 As of December 31, 2023, the Company has an interest bearing, secured promissory note for $ 30,000 36,487 0.60 4 30,000 37,157 As of December 31, 2023, the Company has two interest bearing, secured promissory notes with an aggregate principal amount of $ 46,400 57,790 928,000 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: | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES: | 9. COMMITMENTS AND CONTINGENCIES: A: 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 included provisions for i) a monthly salary of $ 18,000 300,000 0.75 25,000 5,000 60,000 20,000 100,000 Since March 31, 2005, the Company has had various agreements with Dominic Bassani (and/or Brightcap which provided his services during some of the years) (NOTE: Dominic Bassani passed away on October 11, 2023. 31,000 125,000 0.75 300,000 0.75 31,000 2,000 300,000 3,000,000 364,490 5,000 75,500 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. (Upon the hiring of O’Neill, Bassani, CEO of the Company since 2011, 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 until his recent death. Bassani’s compensation arrangements with the Company were not altered in the context of the change of positions.) The Company and O’Neill entered into a thirty-seven (37) month employment agreement with compensation of $ 25,000 10,000 12,500 42,500 75,000 B: Exercise Price Adjustments/Extension Rights: 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 price adjustment provision (exercise bonus in the context of options) 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 adjustment shall be applied to reduce the exercise price prior to the cashless exercise calculations; and iii) with regard to contingent stock adjustments, 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 were reduced to $.01 per option or warrant. These exercise adjustments were subsequently increased to 75%. During the year ended June 30, 2021, the Company added a 75 3,000,000 As of December 31, 2023, exercise price adjustment provisions ranging from 50 90 20,415,408 Effective May 1, 2022, an entity affiliated with O’Neill was issued 1,000,000 1.00 700,000 75 C: Initial Project: 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 25 533,100 83,275 2,615,500 50,000 6,442,812 6,983,954 1,750,170 Buflovak has worked with the Company on design and testing of its 3G Tech over several years. The basic design for the Initial Project’s Bion System is complete, fabrication and delivery of equipment from Buflovak from the Purchase Order Agreement has been largely completed and assembly/construction is in process. 3G1 is working in concert with Integrated Engineering Services, the primary site engineering firm for the facility, on the integration of all project components/modules at the Initial Project site. Additional agreements have been entered into various professional services providers (engineers, surveyors, utilities, etc.) for work related to the Initial Project. The Company has incurred costs 8,177,452 he Initial Project, not including capitalized labor and interest. The Initial Project was deemed to have been ‘placed in service’ on January 1, 2024 (Note 10). D: 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 December 31, 2023: Schedule of future minimum lease payment From January 2024 to December 2024 75,000 Undiscounted cash flow 75,000 Less imputed interest (3,909 ) Total 71,091 The weighted average remaining lease term and discounted rate related to the Company’s lease liability as of December 31, 2023 were 1 years and 10%, respectively. The Company’s lease discount rate is generally based on the estimates of its incremental borrowing rate as the discount rates implicit in the Company’s lease cannot be readily determined. E: Litigation (and related matters): 1) 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 were subjected to 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. 2) 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 under the terms of the Pennvest Loan related to the construction of the Kreider 1 System including accrued interest and late charges totaling $ 2,255,802 297 10,154,334 9,939,148 214,235 10,234,501 10,009,802 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 was realized from the asset sale, which sum was delivered to Pennvest on June 15, 2022. Pursuant to agreement with Pennvest and Kreider Farms, the remaining unsold assets have been transferred to Kreider Farms in order to complete the winding up of the Kreider 1 project. 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. 3) Bank Account Hacking On June 23, 2023, an officer of the Company with personal accounts with Signature Bank was hacked and $ 75,000 The Company currently is not involved in any other material litigation or similar events. 4) Bridge Loan/Default On September 29, 2023 the Company entered into an agreement for a $ 1,500,000 1,500,000 250,000 8 1.00 250,000 |
SUBSEQUENT EVENTS_
SUBSEQUENT EVENTS: | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS: | 10. SUBSEQUENT EVENTS: The Company is in discussion/negotiation with its largest creditor--the primary contractor on the Initial Project-- and anticipates reaching agreement regarding payment of its accrued obligations during the current quarter. The Company is also involved in discussions and negotiations with other creditors. On January 1, 2024 the Initial Project was ‘placed into service’ with a total capitalized cost of $ 9,108,312 On January 1, 2024, Smith elected to convert the $ 49,403 522,231 .75 On January 18, 2024, the Company entered into a subscription agreement to sell 10,000 1.00 1.25 December 31, 2024 10,000 From January 1, 2024 to February 13, 2024, the Company issued 3,307,516 shares of the Company’s common stock upon cashless exercise of outstanding warrants held by non-affiliates of the Company. From January 1, 2024 to February 13, 2024, the Company issued 2,439,428 shares of the Company’s common stock upon cashless exercise of outstanding warrants held by Mark Smith (which includes by his wife.) |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation: | Principles of consolidation: The condensed 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% owned subsidiary, Centerpoint Corporation (“Centerpoint”). All significant intercompany accounts and transactions have been eliminated in consolidation. 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 condensed consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed 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 December 31, 2023, the results of operations and cash flows of the Company for the three and six months ended December 31, 2023 and 2022. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. |
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 December 31, 2023 and June 30, 2023 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 condensed 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 condensed consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the condensed 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 and six months ended December 31, 2023 and 2022, 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 warrants and option and convertible securities December 31, December 31, Warrants 23,905,539 20,660,031 Options 12,006,600 11,201,600 Convertible debt 9,754,772 11,010,012 The following is a reconciliation of the denominators of the basic and diluted income (loss) per share computations for the three and six months ended December 31, 2023 and 2022. Schedule of basic and diluted income (loss) per share Three months ended December 31, 2023 Three months ended December 31, 2022 Six months ended December 31, 2023 Six months ended December 31, 2022 Shares issued – beginning of period 49,485,556 44,303,654 48,880,237 43,758,820 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 48,781,247 43,599,345 48,175,928 43,054,511 Weighted average shares issued 98,186 20,706 572,626 479,278 Diluted weighted average shares – 48,879,433 43,620,051 48,748,554 43,533,789 |
Use of estimates: | Use of estimates: In preparing the Company’s condensed 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 condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of warrants and option and convertible securities | Schedule of warrants and option and convertible securities December 31, December 31, Warrants 23,905,539 20,660,031 Options 12,006,600 11,201,600 Convertible debt 9,754,772 11,010,012 |
Schedule of basic and diluted income (loss) per share | Schedule of basic and diluted income (loss) per share Three months ended December 31, 2023 Three months ended December 31, 2022 Six months ended December 31, 2023 Six months ended December 31, 2022 Shares issued – beginning of period 49,485,556 44,303,654 48,880,237 43,758,820 Shares held by subsidiaries (Note 7) (704,309 ) (704,309 ) (704,309 ) (704,309 ) Shares outstanding – beginning of period 48,781,247 43,599,345 48,175,928 43,054,511 Weighted average shares issued 98,186 20,706 572,626 479,278 Diluted weighted average shares – 48,879,433 43,620,051 48,748,554 43,533,789 |
PROPERTY AND EQUIPMENT_ (Tables
PROPERTY AND EQUIPMENT: (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2023 June 30, 2023 Computers and office equipment 15,156 15,156 Initial Project: construction in process 9,108,312 6,847,760 Property and equipment, gross 9,123,468 6,862,916 Less accumulated depreciation (12,828 ) (11,907 ) Property and equipment, net $ 9,110,640 $ 6,851,009 |
STOCKHOLDERS_ EQUITY_ (Tables)
STOCKHOLDERS’ EQUITY: (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Options Weighted- Weighted- Aggregate Outstanding at July 1, 2023 12,006,600 $ 0.85 1.83 $ 5,085,659 Granted — — Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2023 12,006,600 $ 0.85 1.32 $ 1,778,547 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payment | Schedule of future minimum lease payment From January 2024 to December 2024 75,000 Undiscounted cash flow 75,000 Less imputed interest (3,909 ) Total 71,091 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS: (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 05, 2023 USD ($) | Jul. 26, 2023 USD ($) | May 02, 2023 USD ($) | Apr. 24, 2023 USD ($) | Jan. 17, 2023 USD ($) | Apr. 30, 2022 USD ($) | Jan. 28, 2022 USD ($) | Nov. 30, 2023 USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 USD ($) Decimal $ / shares | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2018 USD ($) | Oct. 31, 2023 USD ($) | Sep. 29, 2023 USD ($) $ / shares | Sep. 28, 2023 USD ($) $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Current liabilities | $ 4,199,729 | $ 1,600,000 | $ 1,616,917 | |||||||||||||||
Increase in current liabilities | $ 2,600,000 | |||||||||||||||||
Convertible price | $ / shares | $ 0.50 | |||||||||||||||||
Initial tranche | $ 250,000 | |||||||||||||||||
Tech wastage | Decimal | 1,500 | |||||||||||||||||
Debt instrument paid amount | $ 2,665,500 | |||||||||||||||||
Percentage of initial amount | 25% | 25% | 25% | |||||||||||||||
Principal, interest | $ 83,275 | $ 533,100 | $ 666,375 | |||||||||||||||
Aggregate payment | $ 2,615,500 | |||||||||||||||||
Purchase order | $ 50,000 | $ 50,000 | ||||||||||||||||
Additional incurred additional costs | $ 6,442,812 | |||||||||||||||||
Capitalized labour and interest costs paid | 6,983,954 | |||||||||||||||||
Capitalized labour and interest costs yet to pay | 1,750,170 | |||||||||||||||||
Incurred costs | $ 8,177,452 | |||||||||||||||||
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”). Now that development of the Company’s Gen3Tech is being deployed, the Company has commenced discussions with KF regarding updating and amending the JV agreement and anticipates executing an amended joint venture agreement during 2023. 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 Gen3Tech, 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 loss | $ 1,464,000 | 1,649,000 | 3,189,000 | $ 8,291,000 | ||||||||||||||
Working capital deficit | 3,806,000 | |||||||||||||||||
Gain in non-cash event | 10,235,000 | |||||||||||||||||
Gain on sale of domain | 902,000 | |||||||||||||||||
Increased shareholders equity | 3,516,000 | 3,516,000 | ||||||||||||||||
Gross proceeds | 443,000 | 602,000 | $ 4,038,000 | $ 1,737,000 | ||||||||||||||
Payments to exercise of warrants | 86,000 | 19,000 | ||||||||||||||||
Gross convertible loan | 250,000 | |||||||||||||||||
Total of aggregate amount | $ 1,250,000 | $ 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 | |||||||||||||||||
Gen 3 Tech [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Tech wastage | Decimal | 15,000 | |||||||||||||||||
Bridge Loan Agreements [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Bridge loan | $ 250,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||
Interest accrued percentage | 8% | 9% | ||||||||||||||||
Convertible price | $ / shares | $ 1 | $ 1 | ||||||||||||||||
S E B Farms L L C [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Bridge loan | $ 1,500,000 | $ 1,500,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 23,905,539 | 20,660,031 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 12,006,600 | 11,201,600 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 9,754,772 | 11,010,012 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share, Basic and Diluted (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Shares issued – beginning of period | 49,485,556 | 44,303,654 | 48,880,237 | 43,758,820 |
Shares held by subsidiaries (Note 7) | (704,309) | (704,309) | (704,309) | (704,309) |
Shares outstanding – beginning of period | 48,781,247 | 43,599,345 | 48,175,928 | 43,054,511 |
Weighted average shares issued during the period | 98,186 | 20,706 | 572,626 | 479,278 |
Diluted weighted average shares – end of period | 48,879,433 | 43,620,051 | 48,748,554 | 43,533,789 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,123,468 | $ 6,862,916 |
Less accumulated depreciation | (12,828) | (11,907) |
Property and equipment, net | 9,110,640 | 6,851,009 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,156 | 15,156 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,108,312 | $ 6,847,760 |
PROPERTY AND EQUIPMENT_ (Detail
PROPERTY AND EQUIPMENT: (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized interest | $ 238,540 | $ 98,104 | ||
Non cash compensation | 135,648 | 135,648 | ||
Depreciation expense | $ 460 | $ 394 | 921 | $ 724 |
Property Plant and Equipment of PA1 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of long lived assets | $ 0 |
DEFERRED COMPENSATION_ (Details
DEFERRED COMPENSATION: (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 1,225,226 | $ 714,222 | $ 1,225,226 | $ 714,222 | $ 864,781 |
Interest rate on deferred compensation | 4% | 4% | |||
Deferred compensation consecutive trading days | 10 days | ||||
Deferred compensation | $ 255,000 | 80,000 | $ 255,000 | 80,000 | |
Interest Expense On Deferred Compensation Obligation [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Interest expense | 7,201 | 4,873 | 13,629 | 9,424 | |
Interest expense related party | 6,875 | 4,345 | 12,511 | 8,464 | |
Bassani [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | 481,972 | 481,972 | |||
Smith [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | 481,972 | 481,972 | |||
William O Neill [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | 255,000 | 255,000 | |||
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 652,252 | 652,252 | |||
Deferred compensation balance | $ 300,000 | ||||
Deferred compensation, Price per share | $ 0.75 | $ 0.75 | |||
Chief Operating Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 70,450 | $ 70,450 | |||
Consultants [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Deferred compensation liability | $ 175,024 | $ 79,750 | $ 175,024 | $ 79,750 | |
Interest rate on deferred compensation | 0% | 3% | 0% | 3% |
LOANS PAYABLE_ (Details Narrati
LOANS PAYABLE: (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2022 | Jan. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Dec. 29, 2021 | Sep. 30, 2021 | Sep. 25, 2014 | |
Short-Term Debt [Line Items] | |||||||||||
Total assets | $ 9,570,859 | $ 7,593,633 | $ 297 | ||||||||
Total liabilities | 5,939,812 | 3,361,955 | $ 10,234,501 | 10,154,334 | |||||||
Accounts payable and accrued liabilities | 2,648,005 | $ 677,136 | 10,009,802 | 9,939,148 | |||||||
Accounts payable | 212,263 | 214,235 | |||||||||
Accrued liabilities, current | $ 12,436 | $ 950 | |||||||||
Gain on legal dissolution of subsidiary | 10,234,501 | ||||||||||
Debt instrument interest rate | 25% | 25% | 25% | ||||||||
Loans as a liability | $ 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 | ||||||||||
Repayments of loans | 7,754,000 | ||||||||||
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 | |||||||||
Pennvest Loan [Member] | Years One Through Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate | 2.547% | ||||||||||
Pennvest Loan [Member] | Years Six Through Maturity [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate | 3.184% |
CONVERTIBLE NOTES PAYABLE_ (Det
CONVERTIBLE NOTES PAYABLE: (Details Narrative) - USD ($) | 6 Months Ended | |||||||||
Oct. 05, 2023 | Jan. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Sep. 29, 2023 | Sep. 28, 2023 | Jun. 30, 2023 | Feb. 02, 2023 | Jan. 01, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | $ 1,740,083 | $ 1,715,970 | ||||||||
Convertible price | $ 0.50 | |||||||||
Debt conversion value | $ 2,665,500 | |||||||||
Capitalized amount | $ 26,559 | $ 66,104 | ||||||||
Convertible note | 255,407 | $ 3,470,000 | ||||||||
Initial tranche | $ 250,000 | |||||||||
Convertible Bridge Loan Default [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible price | $ 1 | |||||||||
Bridge loan | $ 250,000 | $ 1,500,000 | ||||||||
Interest accrued percentage | 9% | |||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Conversion price per unit | $ 0.50 | |||||||||
Debt instrument interest rate | 4% | |||||||||
Debt instrument interest rate quarterly | 4% | |||||||||
Interest expense | $ 7,875 | 82,740 | ||||||||
September 2015 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Conversion price per unit | $ 0.60 | |||||||||
Interest expense | $ 10,158 | 12,731 | ||||||||
Principal [Member] | Convertible Obligations 2020 [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible price | $ 0.0946 | |||||||||
Debt conversion value | $ 91,548 | |||||||||
Debt conversion shares | 967,738 | |||||||||
Convertible Bridge Loan Default [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Interest expense | $ 5,407 | |||||||||
Chief Executive Officer [Member] | The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 367,660 | 2,644,553 | ||||||||
Chief Executive Officer [Member] | The 2020 Convertible Obligations [Member] | Smith [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 262,154 | |||||||||
Chief Executive Officer [Member] | The 2020 Convertible Obligations [Member] | Bassani Family Trusts [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 434,016 | |||||||||
Chief Executive Officer [Member] | The 2020 Convertible Obligations [Member] | Schafer [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 96,364 | |||||||||
Chief Executive Officer [Member] | September 2015 Convertible Notes [Member] | Bassani Family Trusts [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 25,143 | |||||||||
Chief Executive Officer [Member] | September 2015 Convertible Notes [Member] | Bassani [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 186,725 | 284,211 | ||||||||
President [Member] | The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 118,732 | 1,388,421 | ||||||||
Executive Vice Chairman [Member] | The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 508,352 | |||||||||
Executive Vice Chairman [Member] | September 2015 Convertible Notes [Member] | Shareholder [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 468,431 | 453,314 | ||||||||
Consultants [Member] | September 2015 Convertible Notes [Member] | Schafer [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 4,163 | $ 21,173 | ||||||||
S E B Farms L L C [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Bridge loan | $ 1,500,000 | $ 1,500,000 | ||||||||
Mark A Smith [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal amount | $ 1,109,649 | |||||||||
Conversion price per unit | $ 0.0946 | |||||||||
Dominic Bassani [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal amount | $ 1,939,670 | |||||||||
Conversion price per unit | $ 0.0953 | |||||||||
Ed Schafer [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal amount | $ 424,873 | |||||||||
Conversion price per unit | $ 0.0953 | |||||||||
Ed Schafer [Member] | Chief Executive Officer [Member] | September 2015 Convertible Notes [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | 4,012 | |||||||||
Bassani [Member] | The 2020 Convertible Obligations [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | $ 450,361 | 441,446 | ||||||||
Bassani [Member] | September 2015 Convertible Notes [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 25,143 | 24,645 | ||||||||
Bassani [Member] | Chief Executive Officer [Member] | September 2015 Convertible Notes [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable | $ 24,230 | |||||||||
Smith [Member] | The 2020 Convertible Obligations [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 44,017 | 130,180 | ||||||||
Edward Schafer [Member] | The 2020 Convertible Obligations [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | 99,993 | 98,014 | ||||||||
Edward Schafer [Member] | September 2015 Convertible Notes [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable, noncurrent | $ 4,163 | $ 4,081 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Options outstanding, beginning | 12,006,600 | |
Options outstanding, beginning weighted-average exercise price | $ 0.85 | |
Outstanding, weighted-average remaining contractual life (Year) | 1 year 3 months 25 days | 1 year 9 months 29 days |
Outstanding, aggregate intrinsic value beginning | $ 5,085,659 | |
Granted, options | ||
Granted, weighted-average exercise price | ||
Exercised, options | ||
Exercised, weighted-average exercise price | ||
Forfeited, options | ||
Forfeited, weighted-average exercise price | ||
Expired, options | ||
Expired, weighted-average exercise price | ||
Options outstanding, ending | 12,006,600 | |
Options outstanding, ending weighted-average exercise price | $ 0.85 | |
Outstanding, aggregate intrinsic value ending | $ 1,778,547 |
STOCKHOLDERS_ EQUITY_ (Details
STOCKHOLDERS’ EQUITY: (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Sep. 26, 2023 | May 09, 2023 | Mar. 15, 2023 | Jan. 28, 2022 | Jul. 01, 2014 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 02, 2023 | May 01, 2022 | Apr. 07, 2022 | Jun. 30, 2021 | Jan. 01, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||
Convertible note | $ 255,407 | $ 255,407 | $ 3,470,000 | |||||||||||||
Increase to additional paid in capital | 3,522,000 | |||||||||||||||
Reduction of additional paid in capital | 14,051 | |||||||||||||||
Debt modified | 16,861 | |||||||||||||||
Liability | $ 4,199,729 | $ 1,600,000 | $ 4,199,729 | $ 1,600,000 | $ 1,616,917 | |||||||||||
Shares Held by Subsidiaries | 704,309 | 704,309 | 704,309 | 704,309 | ||||||||||||
Class of warrant or right, exercised | 38,000 | |||||||||||||||
Common Stock Shares Issued upon Exercise of Warrants | 38,000 | |||||||||||||||
Total proceeds | $ 28,500 | |||||||||||||||
Debt conversion value | $ 2,665,500 | |||||||||||||||
Exercise bonus | 75% | 75% | 75% | |||||||||||||
Shares issued for consultant services, value | $ 48,334 | $ 76,320 | $ 80,000 | |||||||||||||
Shares issued for cashless exercise | ||||||||||||||||
Warrant outstanding | 24,000,000 | 24,000,000 | ||||||||||||||
Weighted average exercise price | $ 0.85 | $ 0.85 | $ 0.85 | |||||||||||||
Conversion price per share | 0.50 | $ 0.50 | ||||||||||||||
Sale of warrants | 1,003,590 | |||||||||||||||
Warrant exercise price per share | $ 1.25 | |||||||||||||||
Number of shares issued | 501,795 | |||||||||||||||
Effective period | Oct. 01, 2023 | |||||||||||||||
Non-cash compensation | $ 129,048 | $ 223,021 | ||||||||||||||
Warrant Exercised for Common Stock | $ 28,500 | |||||||||||||||
Number of shares granted | ||||||||||||||||
Plan 2006 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares granted | 500,000 | 30,000 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercisable per share | $ 2.40 | $ 2.40 | ||||||||||||||
Exercise bonus | 90% | 90% | ||||||||||||||
Consultant Service [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 7,500 | |||||||||||||||
Share price | $ 1.20 | $ 1.20 | ||||||||||||||
Shares issued for consultant services, value | $ 9,000 | |||||||||||||||
Shares issued for cashless exercise | 265,639 | |||||||||||||||
Consultant Service 1 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 10,753 | |||||||||||||||
Share price | 1.55 | $ 1.55 | ||||||||||||||
Shares issued for consultant services, value | $ 16,667 | |||||||||||||||
Consultant Service 2 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 2,000 | |||||||||||||||
Share price | 1.16 | $ 1.16 | ||||||||||||||
Shares issued for consultant services, value | $ 2,320 | |||||||||||||||
Consultant Service 3 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 15,000 | |||||||||||||||
Share price | 1 | $ 1 | ||||||||||||||
Shares issued for consultant services, value | $ 15,000 | |||||||||||||||
Consultant Service 4 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 21,506 | |||||||||||||||
Share price | $ 1.55 | $ 1.55 | ||||||||||||||
Shares issued for consultant services, value | $ 33,334 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercisable per share | $ 1 | |||||||||||||||
Exercise bonus | 75% | |||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||
Non-cash compensation | $ 42,500 | $ 75,000 | ||||||||||||||
Cancellation of warrants | 700,000 | |||||||||||||||
Exercise price | 75% | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercisable per share | $ 0.75 | $ 0.75 | ||||||||||||||
Shares issued for consultant services | 36,506 | 56,759 | 50,000 | |||||||||||||
Shares issued for consultant services, value | ||||||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Interest expenses | 135,207 | |||||||||||||||
Non-cash compensation | $ 15,000 | |||||||||||||||
Warrant [Member] | Consultants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 700,000 | 700,000 | ||||||||||||||
Vesting period | May 01, 2023 | |||||||||||||||
Non cash compensation | $ 6,563 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 200 | |||||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||||||
Preferred stock, convertible option per share | $ 2 | |||||||||||||||
Preferred stock dividend rate percentage | 2.50% | |||||||||||||||
Preferred stock, redemption price per share | $ 100 | |||||||||||||||
Redemption of convertible preferred stock | 41,000 | |||||||||||||||
Dividends payable | $ 21,000 | 21,000 | ||||||||||||||
Dividends, preferred stock | $ 1,000 | $ 1,000 | ||||||||||||||
Liability | $ 0 | $ 0 | ||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale of stock, shares | 28,589 | |||||||||||||||
Sale of units | $ 1.60 | $ 1.60 | ||||||||||||||
Sell units | 2.40 | $ 2.40 | ||||||||||||||
Number of shares issued | 28,589 | |||||||||||||||
Number of shares issued, value | $ 45,742 | |||||||||||||||
Restricted Common Stock [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale of stock, shares | 28,589 | |||||||||||||||
Sale of units | 1.60 | $ 1.60 | ||||||||||||||
Sell units | 2.40 | $ 2.40 | ||||||||||||||
Number of shares issued | 28,589 | |||||||||||||||
Number of shares issued, value | $ 45,742 | |||||||||||||||
Restricted Common Stock 1 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale of stock, shares | 75,000 | |||||||||||||||
Sale of units | 1 | $ 1 | ||||||||||||||
Sell units | 1.25 | $ 1.25 | ||||||||||||||
Number of shares issued | 75,000 | |||||||||||||||
Number of shares issued, value | $ 75,000 | |||||||||||||||
Restricted Common Stock 2 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale of stock, shares | 300,000 | |||||||||||||||
Sale of units | 1 | $ 1 | ||||||||||||||
Sell units | 1.25 | $ 1.25 | ||||||||||||||
Number of shares issued | 300,000 | |||||||||||||||
Number of shares issued, value | $ 300,000 | |||||||||||||||
Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Weighted average exercise price | $ 0.64 | $ 0.64 | ||||||||||||||
Remaining contractual life | 1 year | |||||||||||||||
Warrant [Member] | Consultant Service 1 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services, value | $ 5,000 | |||||||||||||||
Warrant [Member] | Consultant Service 4 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for consultant services | 50,000 | |||||||||||||||
Shares issued for cashless exercise | 265,639 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock options, authorized | 36,000,000 | 36,000,000 | ||||||||||||||
Compensation expense | $ 107,487 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Equity Incentive Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock options, authorized | 30,000,000 | |||||||||||||||
September 2015 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price per unit | $ 0.60 | $ 0.60 | ||||||||||||||
September 2015 Convertible Notes [Member] | Restricted Common Shares [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price per unit | $ 0.115 | $ 0.115 | ||||||||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price per unit | $ 0.50 | |||||||||||||||
The 2020 Convertible Obligations [Member] | Convertible Debt [Member] | Principal [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion value | $ 91,548 | |||||||||||||||
The 2020 Convertible Obligations [Member] | Common Stock [Member] | Convertible Debt [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion shares | 967,738 | |||||||||||||||
The 2020 Convertible Obligations [Member] | Warrant [Member] | Principal [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion value | $ 91,548 | |||||||||||||||
The 2020 Convertible Obligations [Member] | Warrant [Member] | Convertible Debt [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion shares | 967,738 | |||||||||||||||
Exercise bonus | 75% | 75% | ||||||||||||||
Conversion price per share | $ 0.75 | $ 0.75 | ||||||||||||||
Mark A Smith [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Principal amount | $ 1,109,649 | $ 1,109,649 | ||||||||||||||
Conversion price per unit | $ 0.0946 | $ 0.0946 | ||||||||||||||
Dominic Bassani [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Principal amount | $ 1,939,670 | $ 1,939,670 | ||||||||||||||
Conversion price per unit | $ 0.0953 | $ 0.0953 | ||||||||||||||
Ed Schafer [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Principal amount | $ 424,873 | $ 424,873 | ||||||||||||||
Conversion price per unit | $ 0.0953 | $ 0.0953 |
SUBSCRIPTION RECEIVABLE - AFF_2
SUBSCRIPTION RECEIVABLE - AFFILIATES: (Details Narrative) | Dec. 31, 2023 USD ($) $ / shares shares |
President [Member] | Warrants Issued Subscription Receivable [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Exercise price | $ / shares | $ 0.60 |
Former Employee [Member] | Warrants Issued Subscription Receivable [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Purchases of warrants | shares | 928,000 |
Exercise price | $ / shares | $ 0.75 |
Secured Promissory Note [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Purchases of warrants | shares | 5,565,000 |
Exercise price | $ / shares | $ 0.75 |
Secured Promissory Note [Member] | President [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Aggregate principal amount | $ 30,000 |
Notes receivable interest | $ 36,487 |
Financing receivable interest rate stated percentage | 4% |
Secured Promissory Note [Member] | Smiths [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Aggregate principal amount | $ 30,000 |
Notes receivable interest | 37,157 |
Secured Promissory Note [Member] | Former Employee [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Aggregate principal amount | 46,400 |
Notes receivable interest | $ 57,790 |
Financing receivable interest rate stated percentage | 4% |
Bassani [Member] | Secured Promissory Note [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Aggregate principal amount | $ 428,250 |
Notes receivable interest | $ 526,142 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
From January 2024 to December 2024 | $ 75,000 |
Undiscounted cash flow | 75,000 |
Less imputed interest | (3,909) |
Total | $ 71,091 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES: (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Oct. 05, 2023 | Jul. 26, 2023 | Jun. 23, 2023 | May 02, 2023 | Apr. 24, 2023 | Jan. 17, 2023 | May 02, 2022 | Apr. 30, 2022 | Mar. 23, 2022 | Jan. 28, 2022 | Aug. 01, 2018 | Oct. 10, 2016 | Feb. 10, 2015 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2023 | Sep. 29, 2023 | Sep. 28, 2023 | Sep. 26, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | May 01, 2022 | Dec. 29, 2021 | Sep. 30, 2021 | Feb. 28, 2018 | Apr. 27, 2017 | Oct. 31, 2016 | Sep. 25, 2014 | |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Compensation increased | $ 25,000 | |||||||||||||||||||||||||||||||||
Cash compensation paid | $ 129,048 | $ 223,021 | ||||||||||||||||||||||||||||||||
Exercise bonus | 75% | 75% | 75% | |||||||||||||||||||||||||||||||
Warrants held by trust owned | 3,000,000 | |||||||||||||||||||||||||||||||||
Warrants and rights outstanding | 20,415,408 | 20,415,408 | ||||||||||||||||||||||||||||||||
Number of shares issued | 501,795 | |||||||||||||||||||||||||||||||||
Debt instrument paid amount | $ 2,665,500 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 25% | 25% | 25% | |||||||||||||||||||||||||||||||
Principal, interest | $ 83,275 | $ 533,100 | $ 666,375 | |||||||||||||||||||||||||||||||
Paid invoice amount | $ 83,275 | |||||||||||||||||||||||||||||||||
Aggregate payment | $ 2,615,500 | |||||||||||||||||||||||||||||||||
Purchase order | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||
Capitalized labour and interest costs | $ 6,442,812 | |||||||||||||||||||||||||||||||||
Capitalized labour and interest costs paid | 6,983,954 | |||||||||||||||||||||||||||||||||
Capitalized labour and interest costs yet to pay | 1,750,170 | |||||||||||||||||||||||||||||||||
Interests costs incurred capitalized | 8,177,452 | |||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||
Accrued interest | $ 2,255,802 | |||||||||||||||||||||||||||||||||
Total assets | $ 9,570,859 | 9,570,859 | $ 7,593,633 | $ 297 | ||||||||||||||||||||||||||||||
Total liabilities | 5,939,812 | 5,939,812 | 3,361,955 | 10,234,501 | 10,154,334 | |||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | $ 2,648,005 | 2,648,005 | 677,136 | 10,009,802 | 9,939,148 | |||||||||||||||||||||||||||||
Accounts payable | 212,263 | 214,235 | ||||||||||||||||||||||||||||||||
Accrued liabilities, current | $ 12,436 | $ 950 | ||||||||||||||||||||||||||||||||
Gain on legal dissolution of subsidiary | $ 10,234,501 | |||||||||||||||||||||||||||||||||
Loans as a liability | $ 9,868,495 | |||||||||||||||||||||||||||||||||
Bank account hacked amount | $ 75,000 | |||||||||||||||||||||||||||||||||
Convertible price | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||
Initial tranche | $ 250,000 | |||||||||||||||||||||||||||||||||
Bridge Loan Agreements [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Bridge loan | $ 250,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||||||||||
Interest accrued percentage | 8% | 9% | ||||||||||||||||||||||||||||||||
Convertible price | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
P A 1 [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 8,137,117 | |||||||||||||||||||||||||||||||||
Pennvest Loan [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,754,000 | $ 7,754,000 | ||||||||||||||||||||||||||||||||
Principal payment | 5,886,000 | 5,886,000 | ||||||||||||||||||||||||||||||||
Long-Term debt, maturity, year two | 846,000 | 846,000 | ||||||||||||||||||||||||||||||||
Long-Term debt, maturity, year three | 873,000 | 873,000 | ||||||||||||||||||||||||||||||||
Long-Term debt, maturity, year four | $ 149,000 | $ 149,000 | ||||||||||||||||||||||||||||||||
Interest expense, debt | $ 123,444 | $ 246,887 | ||||||||||||||||||||||||||||||||
Pennvest Loan [Member] | Years One Through Five [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.547% | |||||||||||||||||||||||||||||||||
Pennvest Loan [Member] | Years Six Through Maturity [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 3.184% | |||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Exercise bonus | 50% | 50% | ||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants exercisable per share | $ 2.40 | $ 2.40 | ||||||||||||||||||||||||||||||||
Exercise bonus | 90% | 90% | ||||||||||||||||||||||||||||||||
Smith [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Cash compensation paid | $ 5,000 | $ 60,000 | $ 20,000 | $ 100,000 | ||||||||||||||||||||||||||||||
William O Neill [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Payment for cash | $ 12,500 | |||||||||||||||||||||||||||||||||
President [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Monthly officers cash compensation | $ 18,000 | |||||||||||||||||||||||||||||||||
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, price per share | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||
President [Member] | Warrants Issused Subscription Receivable [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants purchase | 300,000 | |||||||||||||||||||||||||||||||||
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 | 42,500 | 75,000 | ||||||||||||||||||||||||||||||||
Deferred Compensation, Maximum Convertible Amount | 10,000 | $ 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] | ||||||||||||||||||||||||||||||||||
Principal and accrued interest | $ 364,490 | |||||||||||||||||||||||||||||||||
Repayments of compensation | $ 5,000 | $ 75,500 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Warrants Expiring On December 312025 [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Warrants purchase | 3,000,000 | |||||||||||||||||||||||||||||||||
Bassani [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Salaries and wages | $ 31,000 | |||||||||||||||||||||||||||||||||
Additional paid amount | $ 2,000 | |||||||||||||||||||||||||||||||||
Interest bearing secured promissory note | $ 300,000 | |||||||||||||||||||||||||||||||||
S E B Farms L L C [Member] | ||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||
Bridge loan | $ 1,500,000 | $ 1,500,000 |
SUBSEQUENT EVENTS_ (Details Nar
SUBSEQUENT EVENTS: (Details Narrative) - USD ($) | Jan. 18, 2024 | Jan. 02, 2024 | Jan. 02, 2024 | Jan. 28, 2022 | Feb. 13, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||||||
Capitalized cost | $ 9,108,312 | |||||
Debt conversion value | $ 2,665,500 | |||||
Number of warrants or rights outstanding | 24,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt conversion value | $ 49,403 | |||||
Debt conversion shares | 522,231 | |||||
Exercise price | $ 0.75 | $ 0.75 | ||||
Sale of units | 10,000 | |||||
Sale of units, price per unit | $ 1 | |||||
Sale of units, price per share | $ 1.25 | |||||
Expiry date | Dec. 31, 2024 | |||||
Proceeds from sale of units | $ 10,000 | |||||
Number of warrants or rights outstanding | 3,307,516 | |||||
Subsequent Event [Member] | Smith [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants or rights outstanding | 2,439,428 |