Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

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

FORM 10-Q

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

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

For the quarterly period ended March 31, 2024

Commission File Number: 000-53239

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Description automatically generated

Cavitation Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)

Nevada	20-4907818
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 10, 2024 the issuer had 284,289,740 shares of common stock outstanding.

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statement of Stockholders' Deficit	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

PART II	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosure	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

Signatures		22

Certifications

PART I - FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements.

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,			June 30,
	2024			2023
	(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	183,000		$	18,000
Accounts receivable		19,000			–
Prepaid expenses		2,000			–
Total current assets		204,000			18,000

Property and equipment, net		–			1,000
Equity method investment		1,000			1,000
Operating lease right of use asset, net		60,000			113,000
Other assets		10,000			10,000
Total assets	$	275,000		$	143,000

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	125,000		$	120,000
Accrued payroll and payroll taxes due to officers		408,000			280,000
Note payable		5,000			5,000
Operating lease liability, current portion		65,000			68,000
Advances from distributor		382,000			391,000
Total current liabilities		985,000			864,000

Note payable, non-current		145,000			145,000
Operating lease liability, non-current portion		–			53,000
Total liabilities		1,130,000			1,062,000

Commitments and contingencies		–			–

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		–			–
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 shares issued and outstanding as of March 31, 2024 and June 30, 2023		284,000			284,000
Additional paid-in capital		26,083,000			26,083,000
Accumulated deficit		(27,222,000	)		(27,286,000	)
Total stockholders' deficit		(855,000	)		(919,000	)
Total liabilities and stockholders' deficit	$	275,000		$	143,000

See accompanying notes to the condensed consolidated financial statements

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

AS OF MARCH 31, 2024 AND 2023


	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

Revenue	$	519,000		$	58,000		$	711,000		$	361,000
Revenue from joint venture		–			3,000			–			20,000
Total revenue		519,000			61,000			711,000			381,000

Cost of revenue		(7,000	)		(11,000	)		(41,000	)		(73,000	)
Gross profit		512,000			50,000			670,000			308,000

General and administrative expenses		170,000			273,000			556,000			872,000
Research and development expenses		9,000			–			45,000			–
Total operating expenses		179,000			273,000			601,000			872,000

Income (loss) from operations		333,000			(223,000	)		69,000			(564,000	)

Other expense
Loss from equity method investment		–			(14,000	)		–			(43,000	)
Interest expense		(2,000	)		(1,000	)		(5,000	)		(3,000	)
Income (loss) before income taxes		331,000			(238,000	)		64,000			(610,000	)
Income taxes		–			–			–			–
Net income (loss)	$	331,000		$	(238,000	)	$	64,000		$	(610,000	)

Net income (loss) per share,
Basic and diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)

Weighted average shares outstanding,
Basic and diluted		284,289,740			277,809,942			284,289,740			277,063,795

See accompanying notes to the condensed consolidated financial statements

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited)
AS OF MARCH 31, 2024 AND 2023


	Three Months Ended March 31, 2024 (unaudited)
	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2023		284,289,740	$	284,000	$	26,083,000	$	(27,553,000	)	$	(1,186,000	)
Net income		–		–		–		331,000			331,000
Balance at March 31, 2024		284,289,740	$	284,000	$	26,083,000	$	(27,222,000	)	$	(855,000	)

	Nine Months Ended March 31, 2024 (unaudited)
	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2023		284,289,740	$	284,000	$	26,083,000	$	(27,286,000	)	$	(919,000	)
Net income		–		–		–		64,000			64,000
Balance at March 31, 2024		284,289,740	$	284,000	$	26,083,000	$	(27,222,000	)	$	(855,000	)

	Three Months Ended March 31, 2023 (unaudited)
	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2022		276,698,831	$	277,000	$	26,005,000	$	(25,618,000	)	$	664,000
Fair value of common stock issued for services		2,000,000		2,000		38,000		–			40,000
Net loss		–		–		–		(238,000	)		(238,000	)
Balance at March 31, 2023		278,698,831	$	279,000	$	26,043,000	$	(25,856,000	)	$	466,000

	Nine Months Ended March 31, 2023 (unaudited)
	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2022		276,698,831	$	277,000	$	26,005,000	$	(25,246,000	)	$	1,036,000
Fair value of common stock issued for services		2,000,000		2,000		38,000		–			40,000
Net loss		–		–		–		(610,000	)		(610,000	)
Balance at March 31, 2023		278,698,831	$	279,000	$	26,043,000	$	(25,856,000	)	$	466,000

See accompanying notes to the condensed consolidated financial statements

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Nine Months Ended March 31,
	2024			2023

Operating activities:
Net income (loss)	$	64,000		$	(610,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,000			1,000
Stock based compensation		–			40,000
Loss from equity method of investment		–			43,000
Effect of changes in:
Accounts receivable		(19,000	)		1,000
Operating lease right of use asset		53,000			50,000
Accounts payable and accrued expenses		133,000			(6,000	)
Advances from distributor, net		(9,000	)		363,000
Operating lease liability		(56,000	)		(51,000	)
Prepaid expenses		(2,000	)		38,000
Net cash generated by (used in) operating activities		165,000			(131,000	)

Net increase (decrease) in cash and cash equivalents		165,000			(131,000	)

Cash and cash equivalents, beginning of period		18,000			441,000
Cash and cash equivalents, end of period	$	183,000		$	310,000

Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,000		$	–
Cash paid for income taxes	$	–		$	–

See accompanying notes to the condensed consolidated financial statements

CAVITATION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine months ended March 31, 2024 and 2023

Note 1 - Organization and Summary of Significant Accounting Policies

Cavitation Technologies, Inc. (referred to herein, unless otherwise indicated, as “the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated under the name Bio Energy, Inc. CTi has developed, patented, and commercialized proprietary technology that may be used in liquid processing applications.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America (“U.S.”) and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three and nine months ended March 31, 2024 are not indicative of the results that may be expected for the fiscal year ending June 30, 2024. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2023 filed on October 3, 2023. The condensed consolidated balance sheet as of June 30, 2023 has been derived from the audited financial statements included in the Form 10-K for that year.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in accompanying consolidated financial statements, as of March 31, 2024, the Company had a working capital deficit of $781,000 and a stockholder’s deficit of $855,000. Furthermore, the Company has not been generating sufficient revenues to fund operations and has been dependent on certain of its funding and sales from a technology and marketing agreement with its distributor. These conditions raises substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2023, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from an inability of the Company to continue as a going concern.

As of March 31, 2024, the Company has cash in the amount of $183,000. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management’s plan is to increase revenues by continuing to license its technology globally. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company believes it has access to enough cash resources to sustain operations through June 30, 2024.

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

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in impairment analysis for fixed assets, accrual of potential liabilities, deferred tax assets and valuing our stock options, warrants, and common stock issued for services, among other items. Actual results could differ from these estimates.

Revenue Recognition

The Company follows the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue from sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer.

Equity Method Investment

The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. As of March 31, 2024 and June 30, 2023, the carrying value of its equity method investments was $1,000 for both periods presented.

Net Income (Loss) Per Share

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

There were no adjustments to net (loss) required for purposes of computing diluted earnings per share. At March 31, 2024 and March 31, 2023, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of its diluted earnings per share, as their effect would have been anti-dilutive.

Schedule of antidilutive shares
	March 31, 2024		March 31, 2023
Options		–		1,250,000
Warrants		30,260,574		53,927,834

Concentrations

Cash – cash is deposited in one financial institution. The balances held at this financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000.

Accounts Payable and Accrued Expenses – three vendors accounted for 34%, 12% and 11% of accounts payable and accrued expenses as of March 31, 2024. Two vendors accounted for 22% and 36% of accounts payable and accrued expenses as of June 30, 2023.

Revenues – during the three and nine months ended March 31, 2024, all revenues were generated from Desmet Ballestra (Desmet; see Note 2) . During the three months and nine months ended March 31, 2023, 95% of revenues, for each period, was from Desmet.

Fair Value Measurement

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

The three levels of the fair value hierarchy are as follows:

	·	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

	·	Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

	·	Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

On March 31, 2024 and June 30, 2023, the fair values of cash and cash equivalents, accounts payable and accrued expenses, and accrued payroll and payroll taxes approximate their carrying values due to their short-term nature.

Segments

The Company has two entities or subsidiaries, Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Operations of these two subsidiaries are integrated since they have a similar customer base and the Company has a single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that the Company has only one reporting unit or segment.

Recent Accounting Pronouncements

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

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

Note 2 – Contracts with Desmet

In October 2021, the Company executed a three-year agreement with Desmet Belgium S.A. (“Desmet”,”Licensee” and previously known as Desmet Ballestra,) that was a continuation of the October 2018 agreement for the sale of the Company’s reactors. As part of the agreement, Desmet also provided the Company monthly advances of $40,000 to be applied against future sales of reactors. As of June 30, 2023, outstanding advances from Desmet amounted to $391,000.

From July 2023 up to February 14, 2024, the Company received advances of $357,000 from Desmet. The Company also recorded revenues from the sale of reactors totaling $213,000, of which, $194,000 was applied to the outstanding advances while the remaining $19,000 was recorded as accounts receivable.

On February 15, 2024, the Company terminated the October 2021 agreement and entered into a new three-year Technology License Agreement (“TLA”) with Desmet. The TLA provides for a worldwide limited exclusive license to market, sell, supply and assistance to customers of Nano reactor systems and nano reactor devices for the treatment of certain oil and fats, oleochemicals, biodiesels, fatty acids and fatty alcohols. The TLA may be terminated by Desmet every March of year upon notice. As part of the TLA, Desmet agreed to provide advances of $25,000 per month, subject to limitations. The advances will then be applied as payment against future sales of reactors to Desmet. In addition, Desmet also waived its right to collect certain outstanding advances totaling $498,000 made under the October 2021 TLA and as result, the Company recognized licensing revenue of $498,000 to account for the extinguishment of these advances. The TLA is the principal agreement between the Company and Desmet and the basis for revenue recognition for the Company. As such, the Company has determined that the inherent characteristics of the waiver of the $498,000 are revenue related.

In March 2024, the Company received an advance payment for $326,000 from Desmet pursuant to a purchase order of reactors totaling $652,000. The Company accounted the advance payment as part of Advances from Desmet. The Company delivered these reactors on May 3, 2024.

As of June 30, 2023, outstanding advances from Desmet amounted to $382,000.

In accordance with ASC 606, the Company recognizes revenue from the sale of reactors to Desmet at the time of shipment of the Nano reactor hardware as shipment is deemed to be the Company’s only performance obligation and the Company had no more continuing obligation other than the reactor’s two-year standard warranty. Desmet pays for such reactors on credit terms and the amount of a sale is recorded as a receivable upon acceptance by Desmet.

During the three and nine months ended March 31, 2023, the Company recorded total revenue from Desmet of $58,000 and $361,000 from Nano Reactor® sales, respectively.

Note 3 - Investment in equity method investment

In April 2019, the Company and an unrelated entity, Delaware Water Company, LLC (Delaware) formed a limited liability company called Enviro WaterTek LLC (“Enviro”). Enviro is owned 50% by the Company and 50% by Delaware, and the Company accounts for its investment in Enviro under the equity method in accordance with ASC 323 as the Company’s investments in Enviro, an unconsolidated entity and for which it has the ability to exercise significant influence but not control. From inception up to March 31, 2024, Enviro had no operations.

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

As of March 31, 2024 and June 30, 2023, the balance of the equity method investment amounted to $1,000, for both periods presented.

During the three and nine months ended March 31, 2023, the Company recognized a loss of $14,000 and $43,000 related to the equity method investment.

There was no similar transactions during the three months and nine months ended March 31, 2024.

Note 4 – Operating Lease

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

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

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


	March 31,		March 31,
	2024		2023

Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)	$	53,000	$	57,000

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	56,000	$	57,000

Weighted average remaining lease term – operating leases (in years)		0.8		1.8
Average discount rate – operating leases		4%		4%

The supplemental balance sheet information related to leases for the period is as follows:


	March 31, 2024
Long-term right-of-use assets	$	60,000

Short-term operating lease liabilities	$	65,000
Long-term operating lease liabilities		–
Total operating lease liabilities	$	65,000

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

Schedule of lease maturities
	Operating
Year Ending June 30:	Lease
2024 (remaining 3 months)	$	20,000
2025		46,000
Total lease payments		66,000
Less: Imputed interest/present value		(1,000	)
Present value of lease liabilities	$	65,000

Effective February 1, 2024, the Company sublet 65% of the premises to a third party for a monthly rental income of $4,294. Due to the short-term nature of the lease the Company applied the practical expedient, not to account for the lease in terms of ASC 842.

Note 5 – Related Party Transactions

Accrued Payroll and Payroll Taxes

In prior periods, the Company accrued salaries and estimated payroll taxes due to a former officer of the Company. As of June 30, 2023, total accrued payroll and payroll taxes-related parties amounted $280,000.

During the nine months ended March 31, 2024, the Company accrued the payroll of an officer of the Company amounting to $128,000.

As of March 31, 2024, total accrued payroll and payroll taxes-related parties amounted to $408,000.

Note 6 – Notes Payable

In July 2020, the Company received a loan of $150,000 from the SBA under its Economic Injury Disaster Loan (EIDL) assistance program. The EIDL loan is payable over 30 years, bears interest at a rate of 3.75% per annum and secured by all tangible and intangible property of the Company.

Pursuant to the terms of the SBA EIDL loan agreement, the Company is required to make monthly installment payments of approximately $700 starting in July 2021. However, the Company was not able to pay the required monthly installment due from July 2021 to April 2023.

In May 2023, the Company was able to cure the payment delay with the SBA and started paying the monthly installment due of approximately $731. As part of the agreement, all payments will be first applied to accrued interest until the Company becomes current with the interest due, As of March 31, 2024 and June 30, 2023 approximately $12,000 and $13,000, respectively, of accrued interest is included in accounts payable and accrued expenses.

As of March 31, 2024 and June 30, 2023, the outstanding loan balance amounted to $150,000, respectively.

Note 7 - Stockholders' Equity

Stock Warrants

A summary of the Company's warrant activity and related information for the nine months ended on March 31, 2024 is as follows:

Schedule of warrant activity
	Warrants			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)

Outstanding at June 30, 2023		53,657,234		$	0.09		1.82
Granted		–			–		–
Exercised		–			–		–
Expired		(23,396,660	)		0.10		–
Outstanding at March 31, 2024 vested and exercisable		30,260,574		$	0.08		2.73

There was no intrinsic value of the outstanding warrants as of March 31, 2024, as the exercise price of these warrants were greater than the market price.

The following table summarizes additional information concerning warrants outstanding and exercisable at March 31, 2024.


		Warrants Outstanding						Warrants Exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Exercise		Number		Remaining		Exercise		Number		Remaining
Price		of Shares		Life (Years)		Price		of Shares		Life (Years)

$	0.03		6,419,251		4.49	$	0.03		6,419,251		4.49
$	0.09		23,841,323		2.25		0.09		23,841,323		2.25
			30,260,574						30,260,574

Note 8 - Commitments and Contingencies

Royalty Agreements

On July 1, 2008, the Company entered into Patent Assignment Agreements with two parties, our President and Technology Development Supervisor, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and the Technology Development Supervisor have been assigned to the Subsidiary. In exchange, the Subsidiary agreed to pay a royalty of 5% of gross revenues to each of the President and Technology Development Supervisor for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assumed by Cavitation Technologies on May 13, 2010 from its subsidiary. The Company's President and Technology Development Supervisor both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through March 31, 2024.

On April 30, 2008 and as amended on November 22, 2010, our wholly owned subsidiary entered into an employment agreement with our former Director of Chemical and Analytical Department (the “Inventor”) to receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of March 31, 2024 no patents have been granted in which this person is the legally named inventor.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

Overview of our Business

Cavitation Technologies, Inc. ("CTi"), a Nevada corporation, was originally incorporated under the name Bio Energy, Inc. We design and engineer environmentally friendly technology-based systems that are designed to serve large, growing, global markets such as vegetable oil refining, renewable fuels, water treatment, algae oil extraction, biodiesel production, water-oil emulsions and crude oil yield enhancement. Our systems are designed to process industrial liquids at a lower cost and higher yield than conventional technology. We are a process and product development firm that has developed, patented, and commercialized proprietary technology.

CTi has developed, patented, and commercialized proprietary technology that can be used for processing of industrial fluids. CTi's patented Nano Reactor® is the critical components of the CTi Nano Neutralization® System which is commercially proven to reduce operating costs and increase yields in processing oils and fats. CTi has two issued patents relating to our Nano Reactor® systems and has filed several national and international patents to employ its proprietary technology in applications including, vegetable oil refining, biodiesel production, waste water treatment, algae oil extraction, and alcoholic beverage enhancement.

We are engaged in manufacturing our Nano-Reactors, which are designed to help refine vegetable oils, biodiesel transesterification and treatment of produced and frack water. Our near-term goal is to continue to sell our systems through our partners, Desmet Ballestra and EW.

During the past several years we have developed a number of new applications utilizing the core principal of our technology. Our low pressure non-reactors (LPN) can be utilized in multiple industries that process large volumes of fluids and we anticipate accelerated commercial sales in our fiscal 2024. Further, we have miniaturized our non-reactors to be utilized in various consumer oriented products, such as, processing and enhancing spirits and wines, drinking water with infusion of vitamins, minerals and cannabidiol (CBD) oil.

We have agreements to license our technology globally through our strategic partners, Desmet Belgium Group (Desmet) and Enviro Watertek, LLC (EW) and Alchemy Beverages, Inc (ABI). Desmet had been providing monthly advances of $40,000. We may need additional funding, and may attempt to raise additional debt and/or equity financing to fund operations and additional working capital. However, there is no assurance that we will be successful in obtaining such financing or obtain sufficient amounts necessary to meet our business needs, or that we will be able to meet our future contractual obligations.

Inflation

Global inflation remains a factor in 2024, with interest rates in the US remaining at higher levels, although there have been some indication from the federal reserve that these rates may decrease, inflationary indicators remain above expectations, delaying any interest rate decreases. The Russia and Ukraine and now the Israeli and Hamas conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we and our customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected.

Results of Operations

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

The following is a comparison of our operation results for the three months ended March 31, 2024 and2023.

	For the Three Months Ended
	March 31,
	2024			2023			$ Change			% Change

Revenue	$	519,000		$	61,000		$	458,000			749.2	%
Cost of revenue		(7,000	)		(11,000	)		4,000			36.4	%
Gross profit		512,000			50,000			462,000			922.0	%

General and administrative expenses		170,000			273,000			(103,000	)		(50.9	)%
Research and development expenses		9,000			–			9,000			100.0	%
Total operating expenses		179,000			273,000			(94,000	)		(34.4	)%
Income (loss) from operations		333,000			(223,000	)		556,000			248.9	%

Interest expense		(2,000	)		(15,000	)		13,000			–
Net income (loss) before and after income taxes	$	331,000		$	(238,000	)	$	569,000			247.8	%

Revenue

The Company generates revenues from the sale of the Nano Reactor® to customers/distributor. Additionally, the Company generates revenues from its equity method investment, specifically fees from usage of reactors or usage fees.

During the three months ended March 31, 2024, the Company generated $19,000 in revenue from reactor sales pursuant to one purchase order from Desmet. In addition, due to a new Technology License Agreement entered into with our worldwide limited distributor in February 2024, the rights to previous advances made to the Company of $498,000 were waived and were recognized as licensing revenue during the current three month period.

During the three months ended March 31, 2023 we recorded $61,000 in revenue, which consisted of one purchase order in the amount of $58,000 from Desmet. In addition, the Company recognized usage fees of $3,000 during the prior period.

Cost of revenue

During the three months ended March 31, 2024 and 2023, our cost of revenue amounted to $7,000 and $11,000 respectively during the same period in prior year, this represented the cost of the nano reactors sold to our distributor during each period, as discussed above.

General and administrative expenses

General and administrative expenses was $170,000 and $273,000 for the three months ended March 31, 2024 and 2023, a decrease of $139,000 or 50.9%. The decrease is primarily due to a reduction in executive level employees resulting in a decrease in payroll expenses of $75,000 and the issue of stock based compensation in the prior period amounting to $40,000 with no similar expense if the current period.

Research and development expenses

Research and development expenses was $9,000 and $0 for the three months ended March 31, 2024 and 2023, respectively, an increase of $9,000 or 100.0% increase. The increase is due to the resumption of research and development expenditure for methods and technologies of water treatment technology.

Income (loss) from operations

Income (loss) from operations was $333,000 and $(223,000) for the three months ended March 31, 2024 and 2023, respectively, an increase of $555,000 or 248.9%. The increase is primarily due to the increase in revenue related to the waiver of the previous advances paid to the company by its distributor and a reduction in general and administrative expenses, offset by an increase in research in development expenses, all discussed in detail above.

Interest expense

Interest expense was $1,000 and $1,000 for the three months ended March 31, 2024 and 2023, respectively. This represents interest expense on SBA loans.

Net income (loss) before and after income taxes

Net income (loss) after income taxes was $331,000 and $(224,000) for the three months ended March 31, 2024 and 2023, respectively, and increase of $555,000. The increase is discussed under income (loss) from operations above.

Loss from equity method investment

Loss from equity method investment was $0 and $14,000 for the three months ended March 31, 2024 and 2023, respectively, a decrease in loss of $14,000. For the three months ended March 31, 2023, the Company recognized a loss of $14,000 to account for its 30% share in the net loss from the equity method investment. There was no similar loss recognized for the three months ended March 31, 2024 as a result of the impairment of the equity method investment in prior year.

Net income (loss)

Net income (loss) was $331,000 and $(238,000) for the three months ended March 31, 2024 and 2023. The increase in income of $569,000 was due to the increase in income discussed under income (loss) from operations above and the decrease in the loss from equity method investment.

Results of Operations for the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023

The following is a comparison of our operating results for the nine months ended March 31, 2024 and 2023.

	For the nine Months Ended
	March 31,
	2024			2023			$ Change			% Change

Revenue	$	711,000		$	381,000		$	330,000			86.6	%
Cost of revenue		(41,000	)		(73,000	)		32,000			43.8	%
Gross profit		670,000			308,000			362,000			117.5	%

General and administrative expenses		556,000			872,000			(316,000	)		(36.2	)%
Research and development expenses		45,000			–			45,000			100.0	%
Total operating expenses		601,000			872,000			(271,000	)		(31.1	)%
Income (loss) from operations		69,000			(564,000	)		633,000			112.2	%

Interest expense		(5,000	)		(3,000	)		(2,000	)		66	%
Net income (loss) before and after income taxes	$	64,000		$	(567,000	)	$	631,000			111.3	%

Revenue

The Company generates revenues from the sale of the Nano Reactor® to customers/distributor as well as share in gross profit from the sale of such reactors by our distributors to their customers. Additionally, the Company generates revenues from its equity method investment.

During the nine months ended March 31, 2024, the Company generated $212,000 in revenue from reactor sales. In addition, due to a new Technology License Agreement entered into with our worldwide limited distributor, the rights to previous advances made to the Company of $498,000 were waived and were recognized as revenue during the current nine month period.

During the nine months ended March 31, 2023 we recorded $381,000 in revenue, which consisted of five purchase orders in the amount of $361,000 from Desmet during the prior period. In addition, the Company recognized usage fees of $20,000 during the prior period.

Cost of Revenue

During the nine months ended March 31, 2024 and 2023, our cost of revenue amounted to $41,000 and $73,000 respectively during the same period in prior year, this represented the cost of the nano reactors sold to our distributor during each period, as discussed above.

General and administrative Expenses

General and administrative expenses was $556,000 and $872,000 for the nine months ended March 31, 2024, a decrease of $308,000 or 35.3% The decrease is primarily due to a decrease in salary expenses of $177,000, a decrease in stock based compensation of $40,0000 in professional fees of 14,000, a decrease in consulting fees of $44,000 and a decrease in advertising expense of $26,000.

Research and development expenses

Research and development expenses was $45,000 and $0 for the nine months ended March 31, 2024 and 2023, respectively, an increase of $51,000 or 100.0%. The increase is due to the resumption of research and development expenditure for future product offerings.

Income (loss) from operations

Income (loss) from operations was $69,000 and $(564,000) for the nine months ended March 31, 2024 and 2023, respectively, an increase of $633,000 or 248.9%. The increase is primarily due to the increase in revenue related to the waiver of the previous advances paid to the company by its distributor and a reduction in general and administrative expenses, offset by an increase in research in development expenses, all discussed in detail above.

Interest expense

Interest expense was $5,000 and $3,000 for the nine months ended March 31, 2024 and 2023, respectively. This represents interest expense on SBA loans.

Net income (loss) before and after income taxes

Net income (loss) before and after income taxes was $64,000 and $(567,000) for the nine months ended March 31, 2024 and 2023, respectively, and increase in income of $631,000 or 111.3%. The increase is discussed under income (loss) from operations above.

Loss from equity method investment

Loss from equity method investment was $0 and $43,000 for the nine months ended March 31, 2024 and 2023, respectively, a decrease in loss of $43,000. For the nine months ended March 31, 2023, the Company recognized a loss of $43,000 to account for its 30% share in the net loss from the equity method investment. There was no similar loss recognized for the nine months ended March 31, 2024 as a result of the impairment of the equity method investment in prior year.

Net income (loss)

Net income (loss) was $64,000 and $(610,000) for the nine months ended March 31, 2024 and 2023. The increase in income of $674,000 was due to the increase in income discussed under income (loss) from operations above and the decrease in the loss from equity method investment, discussed above.

Liquidity and Capital Resource

The Company has not been generating sufficient revenues to fund operations and has been dependent on certain of its funding and sales from a technology and marketing agreement with its distributor. As of March 31, 2024, the Company had a working capital deficit of $781,000 and stockholders’ deficit of 855,000. These conditions raises substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2023 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern.

As of March 31, 2024 we had cash and cash equivalents on hand of $183,000, We have executed a new agreement with our worldwide limited distributor. Desmet, which resulted in the placement of an order for $652,000 of which $326,000 was paid as a deposit in February 2024, the balance due on completion of the order. The monthly fee from our distributor has been decreased from $40,000 to $25,000 per month after deducting any purchases made during the period of the new agreement. We are uncertain that the new agreement will generate sufficient revenues to sustain the business. In addition, management believes we may require additional funds to continue to operate our business. Management's plan is to generate income from operations by continuing to license our technology globally through our strategic partners, Desmet Belgium (previously Desmet Ballestra Group) (Desmet), Enviro Watertek (EW) and Alchemy Beverages, Inc. (ABI).

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

Cash Flow

Net cash generated by operating activities during the nine months ended March 31, 2024 amounted to $165,000 compared to net cash used in operating activities of $131,000 for the comparative period. Funding for the operating activities was provided primarily by the sales of our systems and the deposit of $326,000 paid by Desmet for an order of ten units in terms of the revised Technology license Agreement entered into in February 2024..

Critical Accounting Policies

Use of Estimates

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

Revenue Recognition

Recently Issued Accounting Standards

See Note 1 of the Condensed Consolidated Financial Statements for a discussion of recently issued accounting standards.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable for smaller reporting companies.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

In accordance with Rule 13a-15(b) and (c), management must also evaluate the effectiveness of these disclosure control and procedures at the end of each fiscal year. As of March 31, 2024 the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that these disclosure controls and procedures were not effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting during the third quarter of fiscal 2024 that have materially affected or are reasonably likely to materially affect the company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceeding against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits, Financial Statement Schedules.

			Incorporated by Reference
Exhibit		Filed
Number	Exhibit Description	Herewith	Form	Pd. Ending	Exhibit	Filing Date

3(i)(a)	Articles of Incorporation - original name of Bioenergy, Inc.		SB-2	N/A	3.1	October 19, 2006
3(i)(b)	Articles of Incorporation - Amended and Restated		10-Q	December 31, 2008	3-1	February 17, 2009
3(i)(c)	Articles of Incorporation - Amended and Restated		10-Q	June 30, 2009	3-1	May 14, 2009
3(i)(d)	Articles of Incorporation - Amended; increase in authorized shares		8-K	N/A	N/A	October 29, 2009
3(i)(e)	Articles of Incorporation - Certificate of Amendment; forward split		10-Q	December 31, 2009	3-1	November 16, 2009
10.1	Patent Assignment Agreement between the Company and Roman Gordon dated July 1, 2008		8-K	June 30, 2009	10.1	May 18, 2010
10.2	Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008		8-K	June 30, 2009	10.2	May 18, 2010
10.3	Assignment of Patent Assignment Agreement between the Company and Roman Gordon		8-K	June 30, 2009	10.3	May 18, 2010
10.4	Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky		8-K	June 30, 2009	10.4	May 18, 2010
10.5	Employment Agreement between the Company and Roman Gordon date March 17, 2008		10K/A	June 30, 2009	10.3	October 20, 2011
10.6	Employment Agreement between the Company and Igor Gorodnitsky dated March 17, 2008		10K/A	June 30, 2009	10.4	October 20, 2011
10.7	Employment and Confidentiality and Invention Assignment Agreement between the Company and Varvara Grichko dated April 30, 2008		10-Q	December 31, 2010	10.3	February 11, 2011
10.8	Board of Director Agreement - James Fuller		10-Q	December 31, 2011	10.12	October 20, 2011
10.9	Technology and License Agreement with Desmet Ballestra dated 14 May 2012		10-K	June 30, 2012	10.1	October 15, 2012
10.10	Short Term Loan Agreement - CEO		10-K	June 30, 2012	10.11	October 15, 2012
10.11	Loan Agreement - Desmet Ballestra - Oct. 26, 2010
14.1	Code of Business Conduct and Ethics*		10-K	June 30, 2011	14.1	September 28, 2011
31.1	Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
31.2	Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101)

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

SIGNATURES

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

SIGNATURE	TITLE	DATE


/s/ N. Voloshin	President; Member of Board of Directors	May 15, 2024
N. Voloshin	(Principal Executive Officer)

/s/ N. Voloshin	Chief Financial Officer	May 15, 2024
N. Voloshin	(Principal Financial Officer)

Exhibit 31.1

Certification

I, N. Voloshin, certify that:

1. I have reviewed this quarterly report for the period ending March 31, 2024 on Form 10-Q of Cavitation Technologies, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: May 15, 2024	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Executive Officer

Exhibit 31.2

Certification

I, N. Voloshin, certify that:

1. I have reviewed this quarterly report for the period ending March 31, 2024 on Form 10-Q of Cavitation Technologies, Inc.

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

Date: May 15, 2024	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Financial Officer

Exhibit 32.1

CERTIFICATION

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

The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

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

Date: May 15, 2024	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Executive Officer

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

Exhibit 32.2

CERTIFICATION

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

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

Date: May 15, 2024	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Principal Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	000-53239
Entity Registrant Name	Cavitation Technologies, Inc.
Entity Central Index Key	0001376793
Entity Tax Identification Number	20-4907818
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10019 CANOGA AVENUE
Entity Address, City or Town	CHATSWORTH
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91311
City Area Code	818
Local Phone Number	718-0905
Entity 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		284,289,740

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 183,000	$ 18,000
Accounts receivable	19,000	0
Prepaid expenses	2,000	0
Total current assets	204,000	18,000
Property and equipment, net	0	1,000
Equity method investment	1,000	1,000
Operating lease right of use asset, net	60,000	113,000
Other assets	10,000	10,000
Total assets	275,000	143,000
Current liabilities:
Accounts payable and accrued expenses	125,000	120,000
Accrued payroll and payroll taxes due to officers	408,000	280,000
Note payable	5,000	5,000
Operating lease liability, current portion	65,000	68,000
Advances from distributor	382,000	391,000
Total current liabilities	985,000	864,000
Note payable, non-current	145,000	145,000
Operating lease liability, non-current portion	0	53,000
Total liabilities	1,130,000	1,062,000
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively	0	0
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 shares issued and outstanding as of March 31, 2024 and June 30, 2023	284,000	284,000
Additional paid-in capital	26,083,000	26,083,000
Accumulated deficit	(27,222,000)	(27,286,000)
Total stockholders' deficit	(855,000)	(919,000)
Total liabilities and stockholders' deficit	$ 275,000	$ 143,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	284,289,740	284,289,740
Common stock, shares outstanding	284,289,740	284,289,740

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Total revenue	$ 519,000	$ 61,000	$ 711,000	$ 381,000
Cost of revenue	(7,000)	(11,000)	(41,000)	(73,000)
Gross profit	512,000	50,000	670,000	308,000
General and administrative expenses	170,000	273,000	556,000	872,000
Research and development expenses	9,000	0	45,000	0
Total operating expenses	179,000	273,000	601,000	872,000
Income (loss) from operations	333,000	(223,000)	69,000	(564,000)
Other expense
Loss from equity method investment	0	(14,000)	0	(43,000)
Interest expense	(2,000)	(1,000)	(5,000)	(3,000)
Income (loss) before income taxes	331,000	(238,000)	64,000	(610,000)
Income taxes	0	0	0	0
Net income (loss)	$ 331,000	$ (238,000)	$ 64,000	$ (610,000)
Net income (loss) per share, Basic	$ 0.00	$ (0.00)	$ 0.00	$ (0.00)
Net income (loss) per share, Diluted	$ 0.00	$ (0.00)	$ 0.00	$ (0.00)
Weighted average shares outstanding, Basic	284,289,740	277,809,942	284,289,740	277,063,795
Weighted average shares outstanding, Diluted	284,289,740	277,809,942	284,289,740	277,063,795
Revenue From Customers [Member]
Total revenue	$ 519,000	$ 58,000	$ 711,000	$ 361,000
Revenue From Joint Venture [Member]
Total revenue	$ 0	$ 3,000	$ 0	$ 20,000

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2022	$ 277,000	$ 26,005,000	$ (25,246,000)	$ 1,036,000
Beginning balance, shares at Jun. 30, 2022	276,698,831
Fair value of common stock issued for services	$ 2,000	38,000		40,000
Fair value of common stock issued for services, shares	2,000,000
Net loss			(610,000)	(610,000)
Ending balance, value at Mar. 31, 2023	$ 279,000	26,043,000	(25,856,000)	466,000
Ending balance, shares at Mar. 31, 2023	278,698,831
Beginning balance, value at Dec. 31, 2022	$ 277,000	26,005,000	(25,618,000)	664,000
Beginning balance, shares at Dec. 31, 2022	276,698,831
Fair value of common stock issued for services	$ 2,000	38,000		40,000
Fair value of common stock issued for services, shares	2,000,000
Net loss			(238,000)	(238,000)
Ending balance, value at Mar. 31, 2023	$ 279,000	26,043,000	(25,856,000)	466,000
Ending balance, shares at Mar. 31, 2023	278,698,831
Beginning balance, value at Jun. 30, 2023	$ 284,000	26,083,000	(27,286,000)	(919,000)
Beginning balance, shares at Jun. 30, 2023	284,289,740
Net loss			64,000	64,000
Ending balance, value at Mar. 31, 2024	$ 284,000	26,083,000	(27,222,000)	(855,000)
Ending balance, shares at Mar. 31, 2024	284,289,740
Beginning balance, value at Dec. 31, 2023	$ 284,000	26,083,000	(27,553,000)	(1,186,000)
Beginning balance, shares at Dec. 31, 2023	284,289,740
Net loss			331,000	331,000
Ending balance, value at Mar. 31, 2024	$ 284,000	$ 26,083,000	$ (27,222,000)	$ (855,000)
Ending balance, shares at Mar. 31, 2024	284,289,740

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net income (loss)	$ 64,000	$ (610,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,000	1,000
Stock based compensation	0	40,000
Loss from equity method of investment	0	43,000
Effect of changes in:
Accounts receivable	(19,000)	1,000
Operating lease right of use asset	53,000	50,000
Accounts payable and accrued expenses	133,000	(6,000)
Advances from distributor, net	(9,000)	363,000
Operating lease liability	(56,000)	(51,000)
Prepaid expenses	(2,000)	38,000
Net cash generated by (used in) operating activities	165,000	(131,000)
Net increase (decrease) in cash and cash equivalents	165,000	(131,000)
Cash and cash equivalents, beginning of period	18,000	441,000
Cash and cash equivalents, end of period	183,000	310,000
Supplemental disclosures of cash flow information:
Cash paid for interest	5,000	0
Cash paid for income taxes	$ 0	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ 331,000	$ (238,000)	$ 64,000	$ (610,000)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

Note 1 - Organization and Summary of Significant Accounting Policies

Basis of Presentation

Going Concern

Use of Estimates

Revenue Recognition

Equity Method Investment

Net Income (Loss) Per Share

Schedule of antidilutive shares
	March 31, 2024		March 31, 2023
Options		–		1,250,000
Warrants		30,260,574		53,927,834

Concentrations

Fair Value Measurement

The three levels of the fair value hierarchy are as follows:

	·	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

	·	Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

	·	Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Segments

Recent Accounting Pronouncements

Contracts with Desmet

9 Months Ended

Mar. 31, 2024

Contracts With Desmet

Contracts with Desmet

Note 2 – Contracts with Desmet

As of June 30, 2023, outstanding advances from Desmet amounted to $382,000.

During the three and nine months ended March 31, 2023, the Company recorded total revenue from Desmet of $58,000 and $361,000 from Nano Reactor® sales, respectively.

Investment in equity method investment

9 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investment in equity method investment

Note 3 - Investment in equity method investment

As of March 31, 2024 and June 30, 2023, the balance of the equity method investment amounted to $1,000, for both periods presented.

During the three and nine months ended March 31, 2023, the Company recognized a loss of $14,000 and $43,000 related to the equity method investment.

There was no similar transactions during the three months and nine months ended March 31, 2024.

Operating Lease

9 Months Ended

Mar. 31, 2024

Operating Lease

Operating Lease

Note 4 – Operating Lease

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


	March 31,		March 31,
	2024		2023

Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)	$	53,000	$	57,000

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	56,000	$	57,000

Weighted average remaining lease term – operating leases (in years)		0.8		1.8
Average discount rate – operating leases		4%		4%

The supplemental balance sheet information related to leases for the period is as follows:


	March 31, 2024
Long-term right-of-use assets	$	60,000

Short-term operating lease liabilities	$	65,000
Long-term operating lease liabilities		–
Total operating lease liabilities	$	65,000

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

Schedule of lease maturities
	Operating
Year Ending June 30:	Lease
2024 (remaining 3 months)	$	20,000
2025		46,000
Total lease payments		66,000
Less: Imputed interest/present value		(1,000	)
Present value of lease liabilities	$	65,000

Related Party Transactions

9 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 – Related Party Transactions

Accrued Payroll and Payroll Taxes

During the nine months ended March 31, 2024, the Company accrued the payroll of an officer of the Company amounting to $128,000.

As of March 31, 2024, total accrued payroll and payroll taxes-related parties amounted to $408,000.

Notes Payable

9 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

Note 6 – Notes Payable

As of March 31, 2024 and June 30, 2023, the outstanding loan balance amounted to $150,000, respectively.

Stockholders' Equity

9 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Note 7 - Stockholders' Equity

Stock Warrants

A summary of the Company's warrant activity and related information for the nine months ended on March 31, 2024 is as follows:

Schedule of warrant activity
	Warrants			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)

Outstanding at June 30, 2023		53,657,234		$	0.09		1.82
Granted		–			–		–
Exercised		–			–		–
Expired		(23,396,660	)		0.10		–
Outstanding at March 31, 2024 vested and exercisable		30,260,574		$	0.08		2.73

There was no intrinsic value of the outstanding warrants as of March 31, 2024, as the exercise price of these warrants were greater than the market price.

The following table summarizes additional information concerning warrants outstanding and exercisable at March 31, 2024.


		Warrants Outstanding						Warrants Exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Exercise		Number		Remaining		Exercise		Number		Remaining
Price		of Shares		Life (Years)		Price		of Shares		Life (Years)

$	0.03		6,419,251		4.49	$	0.03		6,419,251		4.49
$	0.09		23,841,323		2.25		0.09		23,841,323		2.25
			30,260,574						30,260,574

Commitments and Contingencies

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 - Commitments and Contingencies

Royalty Agreements

Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Going Concern

Going Concern

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

Equity Method Investment

Equity Method Investment

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Schedule of antidilutive shares
	March 31, 2024		March 31, 2023
Options		–		1,250,000
Warrants		30,260,574		53,927,834

Concentrations

Concentrations

Fair Value Measurement

Fair Value Measurement

The three levels of the fair value hierarchy are as follows:

	·	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

	·	Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

	·	Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Segments

Segments

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of antidilutive shares

Schedule of antidilutive shares
	March 31, 2024		March 31, 2023
Options		–		1,250,000
Warrants		30,260,574		53,927,834

Operating Lease (Tables)

9 Months Ended

Mar. 31, 2024

Operating Lease

Schedule of components of lease expense and supplemental cash flow information


	March 31,		March 31,
	2024		2023

Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)	$	53,000	$	57,000

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	56,000	$	57,000

Weighted average remaining lease term – operating leases (in years)		0.8		1.8
Average discount rate – operating leases		4%		4%

Schedule of supplemental balance sheet information for leases


	March 31, 2024
Long-term right-of-use assets	$	60,000

Short-term operating lease liabilities	$	65,000
Long-term operating lease liabilities		–
Total operating lease liabilities	$	65,000

Schedule of lease maturities

Schedule of lease maturities
	Operating
Year Ending June 30:	Lease
2024 (remaining 3 months)	$	20,000
2025		46,000
Total lease payments		66,000
Less: Imputed interest/present value		(1,000	)
Present value of lease liabilities	$	65,000

Stockholders' Equity (Tables)

9 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of warrant activity

Schedule of warrant activity
	Warrants			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)

Outstanding at June 30, 2023		53,657,234		$	0.09		1.82
Granted		–			–		–
Exercised		–			–		–
Expired		(23,396,660	)		0.10		–
Outstanding at March 31, 2024 vested and exercisable		30,260,574		$	0.08		2.73

Schedule of warrants outstanding and exercisable


		Warrants Outstanding						Warrants Exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Exercise		Number		Remaining		Exercise		Number		Remaining
Price		of Shares		Life (Years)		Price		of Shares		Life (Years)

$	0.03		6,419,251		4.49	$	0.03		6,419,251		4.49
$	0.09		23,841,323		2.25		0.09		23,841,323		2.25
			30,260,574						30,260,574

Organization and Summary of Significant Accounting Policies (Details) - shares	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	1,250,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	30,260,574	53,927,834

Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Product Information [Line Items]
Working capital deficit		$ 781,000
Stockholders' deficit	$ (466,000)	855,000	$ (466,000)	$ 919,000	$ 1,186,000	$ (664,000)	$ (1,036,000)
Cash		183,000		18,000
Equity method investments value		$ 1,000		$ 1,000
One Vendor [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage		34.00%		22.00%
Two Vendors [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage		12.00%		36.00%
Three Vendors [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage		11.00%
Desmet [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage	95.00%		95.00%

Contracts with Desmet (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
Contracts with Desmet (Details Narrative) - USD ($)	Feb. 15, 2024	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Feb. 14, 2024	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Advances from distributor		$ 382,000	$ 382,000			$ 382,000		$ 391,000
Revenues			$ 519,000	$ 61,000		$ 711,000	$ 381,000
Desmet [Member]
Advances from distributor								391,000
Advances received during period					$ 357,000
Revenues					213,000
Revenue applied against advances					194,000
Accounts receivable					$ 19,000
Revenue				$ 58,000			$ 361,000
Desmet [Member] \| Technology License Agreement [Member]
Advances from distributor								$ 382,000
Revenues from the sale of reactors		652,000
Customer advances		$ 326,000
Desmet [Member] \| Licensing Revenue [Member] \| Technology License Agreement [Member]
Advances from distributor	$ 498,000
[custom:ProceedsFromAdvancesFromCustomersPerMonth]	25,000
Revenues from the sale of reactors	$ 498,000

Investment in equity method investment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment	$ 1,000		$ 1,000		$ 1,000
Loss from equity method investment	0	$ (14,000)	0	$ (43,000)
Ameredev [Member]
Schedule of Equity Method Investments [Line Items]
Loss from equity method investment	$ 0	$ 14,000	$ 0	$ 43,000

Operating Lease (Details - Lease cost) - USD ($)	9 Months Ended
Operating Lease (Details - Lease cost) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Operating Lease
Operating lease cost	$ 53,000	$ 57,000
Cash paid for amounts included in the measurement of lease liabilities	$ 56,000	$ 57,000
Weighted average remaining lease term - operating leases (in years)	9 months 18 days	1 year 9 months 18 days
Average discount rate - operating leases	4.00%	4.00%

Operating Lease (Details - Supplemental balance sheet information) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Operating Lease
Long-term right-of-use assets	$ 60,000	$ 113,000
Short-term operating lease liabilities	65,000	68,000
Long-term operating lease liabilities	0	$ 53,000
Total operating lease liabilities	$ 65,000

Operating Lease (Details - Supplemental cash flow information)	Mar. 31, 2024 USD ($)
Operating Lease
2024 (remaining 3 months)	$ 20,000
2025	46,000
Total lease payments	66,000
Less: Imputed interest/present value	(1,000)
Present value of lease liabilities	$ 65,000

Operating Lease (Details Narrative)	Feb. 01, 2024 USD ($)
Operating Lease
Monthly sub lease rental income	$ 4,294

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Related Party Transactions [Abstract]
Accrued payroll and related taxes	$ 408,000	$ 280,000
Increase in accrued payroll	$ 128,000

Notes Payable (Details Narrative) - USD ($)	1 Months Ended
Notes Payable (Details Narrative) - USD ($)	Jul. 31, 2020	Mar. 31, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Outstanding loan balance		$ 150,000	$ 150,000
EIDL Loan [Member]
Debt Instrument [Line Items]
Proceeds from loans	$ 150,000
Interest rate	3.75%
Interest payable		$ 12,000	$ 13,000

Stockholders' Equity (Details - Warrant activity) - $ / shares	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	30,260,574
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	53,657,234
Warrants outstanding, weighted average exercise price	$ 0.09
Weighted average remaining contractual life	2 years 8 months 23 days	1 year 9 months 25 days
Warrants granted	0
Warrants granted, weighted average exercise price	$ 0
Warrants exercised	0
Warrants exercised, weighted average exercise price	$ 0
Warrants expired	(23,396,660)
Warrants expired, weighted average exercise price	$ 0.10
Warrants outstanding	30,260,574	53,657,234
Warrants outstanding, weighted average exercise price	$ 0.08	$ 0.09

Stockholders' Equity (Details - Warrants by exercise price)	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants outstanding	30,260,574
Warrants exercisable	30,260,574
Exercise Price 0.03 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants outstanding	6,419,251
Weighted average remaining life, warrants outstanding	4 years 5 months 26 days
Weighted average exercise price \| $ / shares	$ 0.03
Warrants exercisable	6,419,251
Weighted average remaining life, warrants exercisable	4 years 5 months 26 days
Exercise Price 0.09 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants outstanding	23,841,323
Weighted average remaining life, warrants outstanding	2 years 3 months
Weighted average exercise price \| $ / shares	$ 0.09
Warrants exercisable	23,841,323
Weighted average remaining life, warrants exercisable	2 years 3 months

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