CVAT Cavitation Technologies Inc (QB)

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 September 30, 2024

 

Commission File Number: 000-53239

 

 

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 November 14, 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	16
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.		Controls and Procedures	21
PART II		OTHER INFORMATION	22
Item 1.		Legal Proceedings	22
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.		Defaults Upon Senior Securities	22
Item 4.		Mine Safety Disclosure	22
Item 5.		Other Information	22
Item 6.		Exhibits	23
Signatures			24
Certifications

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30, 2024				June 30, 2024
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	2,000			$	179,000
Prepaid expenses			40,000				16,000
Total current assets			42,000				195,000
Equity method investment			1,000				1,000
Operating lease right-of-use asset			24,000				42,000
Other assets			10,000				10,000
Total assets		$	77,000			$	248,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	187,000			$	129,000
Accrued payroll and payroll taxes – related parties			433,000				414,000
Note payable			9,000				9,000
Operating lease liability, current portion			27,000				46,000
Total current liabilities			656,000				598,000
Note payable, non-current			128,000				130,000
Total liabilities			784,000				728,000
Commitments and contingencies			–				–
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and June 30, 2024			–				–
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 shares issued and outstanding as of September 30, 2024 and June 30, 2024			284,000				284,000
Additional paid-in capital			26,083,000				26,083,000
Accumulated deficit			(27,074,000	)			(26,847,000	)
Total stockholders' deficit			(707,000	)			(480,000	)
Total liabilities and stockholders' deficit		$	77,000			$	248,000

 

See accompanying notes to the condensed consolidated financial statements

 

 

 

 

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

AS OF SEPTEMBER 30, 2024 AND 2023

 

		For the Three Months Ended
		September 30,
		2024				2023
Operating expenses:
General and administrative expenses		$	218,000			$	214,000
Research and development expenses			8,000				36,000
Loss from operations			(226,000	)			(250,000	)
Other Expense
Interest expense			(1,000	)			(1,000	)
Net loss		$	(227,000	)		$	(251,000	)
Net loss per share
Basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding,
Basic and diluted			284,289,740				284,289,740

 

See accompanying notes to the condensed consolidated financial statements

  

 

 

 

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited)
AS OF SEPTEMBER 30, 2024 AND 2023

 

		Three Months Ended September 30, 2024 (unaudited)
		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at June 30, 2024			284,289,740			$	284,000			$	26,083,000			$	(26,847,000	)		$	(480,000	)
Net loss			–				–				–				(227,000	)			(227,000	)
Balance at September 30, 2024			284,289,740			$	284,000			$	26,083,000			$	(27,074,000	)		$	(707,000	)

 

 

		Three Months Ended September 30, 2023 (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 loss			–				–				–				(251,000	)			(251,000	)
Balance at September 30, 2023			284,289,740			$	284,000			$	26,083,000			$	(27,537,000	)		$	(1,170,000	)

 

See accompanying notes to the condensed consolidated financial statements

 

 

 

 

 

 

CAVITATION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		Three Months Ended September 30,
		2024				2023
Operating activities:
Net loss		$	(227,000	)		$	(251,000	)
Adjustments to reconcile net loss to net cash (used in) generated by operating activities:
Effect of changes in operating assets and liabilities
Prepaid expenses			(24,000	)			–
Operating lease right of use asset			18,000				18,000
Accounts payable and accrued expenses			58,000				24,000
Accrued payroll and payroll taxes – related parties			19,000				46,000
Advances from distributor, net			–				304,000
Operating lease liability			(19,000	)			(19,000	)
Net cash (used in) generated by operating activities			(175,000	)			122,000
Financing activities:
Repayment of note payable			(2,000	)			–
Cash generated by financing activities			(2,000	)			–
Net (decrease) increase in cash and cash equivalents			(177,000	)			122,000
Cash and cash equivalents, beginning of period			179,000				18,000
Cash and cash equivalents, end of period		$	2,000			$	140,000
Supplemental disclosures of cash flow information:
Cash paid for interest		$	1,000			$	2,000
Cash paid for income taxes		$	–			$	–

 

See accompanying notes to the condensed consolidated financial statements

 

 

 

 

CAVITATION TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Three months ended September 30, 2024 and 2023

 

Note 1 – Organization and Summary of Significant Accounting Policies

 

Cavitation Technologies, Inc. (“the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated in January 2007 under the name Bio Energy, Inc. The Company has developed, patented, and commercialized proprietary technology used in our Nano Reactor® and LPN™ liquid processing applications.

 

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 the accompanying unaudited condensed consolidated financial statements, during the three months ended September 30, 2024, the Company recorded a net loss of $227,000 and used cash in operations of $175,000. In addition, as of September 30, 2024, the Company had a stockholders’ deficit of $707,000, a working capital deficiency of $614,000 and accumulated deficit of $27,074,000. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2024, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. 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 September 30, 2024, the Company has cash in the amount of $2,000. Subsequent to September 30, 2024, the Company received cash of $880,000 pursuant to a patent assignment agreement (see Note 9). 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 enough cash to sustain operations through March 31, 2025.

 

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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

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

 

 

 

7

 

 

Advances from Distributor

 

Advances from distributor are contract liabilities and represent consideration received from Desmet, customer and distributor, under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period.

 

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.

 

For the license fee revenue, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement and collectability is certain.

 

In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer and collectability is certain.

 

Cash and Cash Equivalents

 

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At September 30, 2024 and June 30, 2024, the Company had no cash equivalents.

 

The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.

 

As of September 30, 2024, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.

 

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. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023. As of September 30, 2024 and June 30, 2024, the remaining de minimus value of its investments was $1,000, respectively.

 

 

 

8

 

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

 

Leases

 

The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 4).

 

Fair Value Measurement

 

FASB 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.

 

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

  

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

As of September 30, 2024, and June 30, 2024, the carrying value of certain accounts such as accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments. The carrying value of our note payable approximate their fair value due to interest rate of the note.

 

 

 

9

 

 

Research and Development Costs

 

Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the three months ended September 30, 2024 and 2023 amounted to $8,000 and $36,000, respectively.

 

Net 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 income (loss) required for purposes of computing diluted earnings per share. At September 30, 2024 and 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 as the exercise price of these warrants were greater than the stock price of the Company common stock. 

Schedule of anti-dilutive shares
		September 30, 2024				September 30, 2023
Warrants			28,841,323				53,657,234

 

Concentrations

 

During the three months ended September 30, 2024 and 2023, we recorded no revenue.

 

As of September 30, 2024, three vendors accounted 27%, 20% and 9% of the Company’s accounts payable. As of June 30, 2024, three vendors accounted 19%, 15% and 11% of the Company’s accounts payable.

 

At September 30, 2024 and June 30, 2024, we had no receivables from our customers.

 

Recent Accounting Pronouncements

 

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.

 

 

 

10

 

 

Note 2 – Contracts with Desmet

 

In October 2021, the Company signed a three-year global Research and Development, Marketing and Technology License Agreement (“TLA”) with Desmet Ballestra (“Desmet”) for the sale and licensing of the Company’s nano reactors. This agreement was a continuation of the similar TLA agreements the Company signed with Desmet in fiscals 2012, 2016 and 2018.

 

As part of the agreement, Desmet provided the Company monthly advances, subject to certain limitations, of $40,000 to be applied against future sales of reactors.

 

In February 2024, Desmet and the Company terminated the October 2021 TLA agreement and entered into a new three-year Technology License Agreement (“February 2024 TLA”). The February 2024 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 February 2024 TLA may be terminated by Desmet on March 15 each year on at least one month’s written notice if the licensee and its affiliates failed to sell a minimum of 6 nano reactor systems during the preceding 12 month period. As part of the February 2024 TLA, Desmet also 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. The TLA is the principal agreement between the Company and Desmet and the basis for revenue recognition for the Company.

 

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. Monthly advances received from Desmet are initially recorded as advances from distributor (i.e deferred revenues) and will only be recognized as revenues once the Company has completed its performance obligation to Desmet.

 

During the three months ended September 30, 2024, pursuant to these TLA agreements, the Company did not receive any advances from Desmet and no revenue was recognized from sales to Desmet. During the three months ended September 30, 2023, advances received from Desmet amounted to $304,000 and no revenue was recognized from sales to Desmet.

 

As of September 30, 2024 and June 30, 2024, there was no outstanding advances from Desmet.

 

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 September 30, 2024, Enviro had no operations.

 

 

 

11

 

 

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.

 

Based upon the operations of Ameredev and the facts and circumstance of the industry it operates, due to a number of factors, Management has concluded that it was no longer possible to determine reasonable and objectively supportable projections and estimates with regards to the recoverability of the equity method investment. As such, at June 30, 2023, the Company determined the equity method investment was impaired and recorded an additional $1,112,000 in loss to its investment, reducing the value of the equity method investment to a de minimis amount of $1,000.

 

During the three months ended September 30, 2024 and 2023, Ameredev’s operation were limited and the Company had no revenues from Ameredev.

 

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

  

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: 

Schedule of components of lease expense and supplemental cash flow information
		September 30,				September 30,
		2024				2023
Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)		$	19,000			$	19,000
Other information:
Cash paid for amounts included in the measurement of lease liabilities		$	21,000			$	17,000
Weighted average remaining lease term – operating leases (in years)			0.3				1.3
Average discount rate – operating leases			4%				4%
The supplemental balance sheet information related to leases for the period is as follows:
Long-term right-of-use assets		$	24,000			$	95,000
Short-term operating lease liabilities		$	27,000			$	68,000
Long-term operating lease liabilities			–				34,000
Total operating lease liabilities		$	27,000			$	102,000

  

 

 

12

 

 

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

Schedule of supplemental cash flow information
		Operating
Year Ending June 30:		Lease
2025 (remaining 9 months)		$	27,000
Less: Imputed interest/present value			–
Present value of lease liabilities		$	27,000

 

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 amounting to $280,000, and accrued salaries and estimated payroll taxes for the current officer and director of the Company amounting to $134,000, totaling $414,000 as of June 30, 2024.

 

During the three months ended September 30, 2024, the Company recorded an additional $12,000 in accrued salaries and related payroll taxes for the current officer and director of the Company.

 

As of September 30, 2024, total accrued payroll and payroll related taxes amounted to $426,000.

 

Note 6 – Notes Payable

Schedule of notes payable
		September 30,				June 30,
		2024				2024
Note payable - EIDL		$	137,000			$	139,000
Short-term note payable			(9,000	)			(9,000	)
Long-term note payable		$	128,000			$	130,000

 

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.

 

 

 

13

 

 

Note 7 - Stockholders' Equity

 

Stock Warrants

 

A summary of the Company's warrant activity and related information for the three months ended September 30, 2024 is as follows: 

Schedule of warrant activity

Warrants

Weighted- Average Exercise Price

Weighted- Average Remaining Contractual Life (Years)

Outstanding at June 30, 2024

28,841,323

$

0.08

2.61

Granted

–

–

–

Exercised

–

–

–

Expired

–

–

–

Outstanding at September 30, 2024 vested and exercisable

28,841,323

$

0.08

2.36

 

There was no intrinsic value of the outstanding warrants as of September 30, 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 September 30, 2024.

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				5,000,000				5.26			$	0.03				5,000,000				5.26
$	0.09				23,841,323				1.75			$	0.09				23,841,323				1.75
					28,841,323												28,841,323

  

 

 

 

 

14

 

 

Note 8 - Commitments and Contingencies

 

Royalty Agreements

 

On July 1, 2008, the Company’s wholly owned subsidiary entered into Patent Assignment Agreements with two parties, its President as well as its former Chief Executive Officer (CEO) and current Technology Senior Manager, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/ current Technology Senior Manager have been assigned to the Company. In exchange, the Company agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/ current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assigned to Cavitation Technologies on May 13, 2010. The Company’s former CEO/ current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through September 30, 2024 and 2023.

 

On April 30, 2008 (as amended November 22, 2010), the Company’s wholly owned subsidiary entered into an employment agreement with the Director of Chemical and Analytical Department (the “Inventor”) providing that the Inventor shall 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 September 30, 2024, no patents have been granted in which this person is the legally named inventor.

 

Note 9 – Subsequent events

 

The Company has evaluated subsequent events through the date the financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except as follows:

 

Patent assignment and license back agreement

The Company has entered into an agreement with Desmet that monetized the Company by the assignment of certain of its U.S. and non-U.S. patents, technical information and related intellectual property (the “Assigned Patents”) that for several years have been licensed to Desmet for its use on a global basis in vegetable oil, fats and oleo applications. The Company also assigned to Desmet, ownership of two U.S. trademark registrations that it holds for its Nano Neutralization® and Nano Reactor® marks, respectively (the “Assigned Marks”). The consideration of the assignment of the patents is $880,000, $480,000 due upon the full execution and delivery to Desmet of the Assignment of the Assigned Patents and Assigned Trademarks, and, the remaining $400,000 due upon the delivery to the Assignee the complete set of Nano Reactor® Device manufacturing drawings. The Company has also agreed to provide to Desmet any consultation, technical assistance and support services that Desmet may reasonably request in; (a) installing, operating or troubleshooting for any Nano Reactor® Device; (b) testing, startup or maintenance of any Nano Reactor® Device or any problems associated therewith; and (c) providing training to representatives, contractors or employees of Desmet or any Site User, to be charged at a rate of $1,000 per day, plus reimbursement of reasonable expenses.

Pursuant to the agreement, the Company reserved for itself, and received a Grant Back License (“Reserved Grant Back License”) of a worldwide, exclusive, transferable and royalty-free license and right to practice and use the Assigned Patents and associated technical information in businesses, activities, projects, uses and applications in the field of; (i) water and wastewater processing, recovery, recycling and purification (including oilfield wastewater) and; (ii) manufacture, distillation, brewing, enhancements, sale and marketing of alcoholic beverages, together the Licensed Fields (the “Licensed Fields”). Under the Reserved Grant Back License retained and received, the Company will have a worldwide, exclusive, transferable and royalty-free license and right to design, build, use, export, improve, sell and market Nano Reactor® devices and Nano Reactor® devices and systems (and products) that incorporate or utilize Nano Reactor® devices, in each case within the Licensed Fields, and to continue to use the Nano Reactor® trademark in connection with its business, systems and products within the Licensed Fields.

The Company is currently in the process of determining the appropriate accounting for this agreement.

 

 

 

 

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 were engaged in manufacturing our Nano-Reactors, which are designed to help refine vegetable oils, biodiesel transesterification and treatment of produced and frack water.

 

In prior 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 2025. 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 had agreements to license our technology globally through our strategic partners, Desmet Belgium Group (Desmet) and Enviro Watertek, LLC (EW) and Alchemy Beverages, Inc (ABI).

 

In October 2024, we entered into a Patent Assignment and License Back Agreement with Desmet to assign certain patents, intellectual property rights and trademarks related to vegetable oil refining to Desmet, as consideration for the patent assignments, Desmet agreed to pay the Company $880,000 in cash. This transaction will provide the necessary capital for continuous operations and business development of our company.

 

Key points of the Agreement included:

 

·

Reserved License: we retained a worldwide, exclusive, transferable, and royalty-free license to practice and use the Assigned Patents in the fields of water and wastewater processing, recovery, recycling, and purification (including oilfield wastewater), as well as the manufacture, distillation, brewing, enhancement, sale, and marketing of alcoholic beverages (the “Licensed Fields”).

 

·

Grant-Back License: we received a worldwide, exclusive, transferable, and royalty-free license to practice and use the Assigned Patents and associated technical information, consistent with the scope of the Reserved License.

 

·

Trademark Usage: we retained exclusive rights to use the “Nano Reactor®” mark for our businesses, systems, and products related to the Licensed Fields.

 

 

 

 

Under both the Reserved License and the Grant-Back License, the Company will have a worldwide, exclusive, transferable, and royalty-free license and right to design, build, use, export, improve, sell, and market Nano Reactor® devices, as well as Nano Reactor® systems and products that incorporate or utilize Nano Reactor® devices, limited to uses and applications within one or more of the Licensed Fields.

 

As a result of this agreement, the Company expects that Desmet will start to manufacture the Nano reactors by itself and sale of Nano reactors to Desmet by the Company will significantly be reduced in future periods.  We will continue to own and operate a large portfolio of patents and intellectual property rights in applications not related to vegetable oil refining. The following are Management’s plans going forward to generate revenues and sustain the operations of the Company and its current status:

 

	1.	Water Treatment and Remediation in the Permian Basin
	2.	Water Remediation and Disinfection in Agriculture
	3.	Business Venture with Alchemy Beverages, Inc.
	4.	New Technologies: Hydro-Plasma

 

1. Water Treatment and Remediation in the Permian Basin

 

From 2020 to 2022, our joint venture with Enviro Watertek, LLC restarted water treatment operations in the Permian Basin. Although our technology demonstrated commercial viability (approximately 3 million barrels treated), our partner was unable to expand and attract new customers due to significant shifts in the oil & gas industry. It has taken several years to rearrange and adapt our technology to fit new customers’ operations.

 

Currently, we have installed our system at a major water remediation company in Texas, where it has been in place for over six months, with more testing required. We continue to pursue additional customers, primarily in the Permian Basin.

 

What differentiates us in the industry:

	·	No chemical usage in water remediation, significantly reducing operational costs.
	·	Integration into existing processes within 24 hours, without disrupting ongoing operations.
	·	Compact systems with minimal energy consumption.
	·	Post-treatment water can be either reused or safely disposed of.

 

The Company anticipates that sales will be generated in the first half of fiscal 2025.

 

2. Water Remediation and Disinfection in Agriculture

 

In 2024, we installed our first system at Hacienda Farms (B&F Greenhouse Services, Inc.) in Canada. The system is currently undergoing trials to increase oxygen levels in the water, eliminate algae, and control bacterial growth, all without the use of harsh chemicals. This innovative technology is designed to improve water quality and promote healthier crop growth.

 

Hacienda Farms, relies heavily on water from Lake Erie, which poses significant water remediation challenges due to issues like algae and bacterial contamination. Additionally, Hacienda Farms has been dealing with high sodium levels in the water, which affect calcium absorption in plants, and fungal issues that harm root health, ultimately reducing crop yields. These water quality challenges necessitate advanced remediation solutions to ensure the sustainability and productivity of their greenhouse operations. Our technology addresses these problems by controlling microorganisms, accelerating vegetative and root growth, and increasing overall plant biomass. This not only improves crop production but also supports sustainable farming practices.

 

 

 

 

 

The overall market for water treatment in Canada is valued at approximately $2.51 billion, with continuous expansion due to the demand for sustainable solutions in agriculture and industrial applications.

 

The outcome of the trials mentioned above, which we expect to be completed within the first calendar quarter of 2025, will determine the commercial viability of our product and the timeline for any potential revenue generation.

 

3. Business Venture with Alchemy Beverages, Inc.

 

Over the past several years, we have worked closely with Alchemy Beverages, Inc. (“ABI”) to develop the smart home kitchen appliance Barmuze and alcoholic beverages. Significant work has been done on Barmuze branding, including launching a new website and creating animations throughout the year to showcase how the appliance works. ABI is actively pursuing the commercial production of Barmuze, licensing the technology to third parties, and considering the opportunity to develop its own alcohol brands, leveraging our cutting-edge technology to transform any alcohol into a smooth, top-shelf experience.

 

ABI is in the final stages of completing its financial audit, which is estimated to be completed on or before December 31, 2024, engaging focus groups for Barmuze acceptance, refining marketing and distribution strategies, and securing additional capital for production. The Company also plans on obtaining additional financing in early 2025.

 

The earliest sales and revenue for Barmuze are anticipated in the second half of 2025. Also, ABI is working on creating its own line of alcoholic beverages and licensing of the technology to other brands. For more information, www.alchemybeveragesinc.com and www.barmuze.com.

 

4. New Technologies: Hydro-Plasma

 

Along with improving our existing technologies, we have developed Hydoplasma, an innovative process combining cavitation and cold plasma technology to enhance our water treatment efficiency, which:

 

	·	Breaks down both organic and inorganic compounds.
	·	Is highly scalable – from 15 to 40 GPM.
	·	Eliminates microorganisms and diseases.
	·	Has multiple industrial applications.
	·	The technology is patent pending.

 

This cutting-edge technology creates reactive agents, such as hydroxyl radicals and hydrogen peroxide, that break down pollutants, bacteria, and viruses in water more effectively than traditional methods. It’s an environmentally friendly and scalable solution, with applications in water treatment, agriculture, sulfur removal from bunker fuel, and more.

 

The global cold plasma market is projected to grow from $1.5 billion in 2021 to $3.1 billion by 2027, fueled by increasing demand for sustainable water solutions. Our technology has the potential to revolutionize water treatment on a global scale. To accelerate this development, we have established partnerships with New Mexico State University, the University of Guadalajara, and the Brackish Groundwater National Desalination Research Facility (BGNDRF), NM, to collaborate on water remediation programs.

 

In order to develop these markets 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.

 

Testing of the technology is currently underway. Upon a completion of multiple trials, if successful, sales and revenue are anticipated in the first half of 2025.

 

 

 

 

Inflation

 

Global inflation remains a factor in 2024/5, 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 September 30, 2024 Compared to the Three Months Ended September 30, 2023

 

The following is a comparison of our operation results for the three months ended September 30, 2024 and 2023.

 

		For the Three Months Ended
		September 30,
		2024				2023				$ Change				% Change
Revenue		$	–			$	–			$	–				–
Revenue from related party			–				–				–				–
Cost of revenue			–				–				–				–
Gross profit			–				–				–				–
General and administrative expenses			218,000				214,000				4,000				(1.9%	)
Research and development expenses			8,000				36,000				(28,000	)			77.8%
Total operating expenses			226,000				250,000				(24,000	)			(9.6%	)
Loss from operations			(226,000	)			(250,000	)			(24,000	)			(9.6%	)
(Loss) Income from equity method investment			–				–				–				–
Interest expense			(1,000	)			(1,000	)			–				–
Net loss		$	(227,000	)		$	(251,000	)		$	(24,000	)			(9.6%	)

  

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 September 30, 2024 and 2023, we recorded no revenues. Although the Company has orders for nano reactors from Desmet, none were shipped during the current period. No usage fees were recognized during the current period.

 

 

 

 

 

Cost of Revenue

 

During the three months ended September 30, 2024 and 2023, we recorded no cost of sales as no orders were shipped during the periods considered.

 

Operating Expenses

 

Operating expenses were $218,000 and $214,000 for the three months ended September 30, 2024 and 2023, respectively, an increase of $4,000 or 1.9%.the increase in general and administrative expense are as follows:

 

	·	Salaries and wages increased by $19,000 due to the employment of a previous officer of the Company to assist with product development.
	·	Consulting fees increased by $13,000 primarily related to new product and new market developments.
	·	Travel expenses decreased by $16,000 due to a reduction in travel by our officers during the current year, and,
	·	Sub lease income received and offset against rental expense of $13,000 during the current year. A portion of the warehouse was sub-let to a third party.

 

Research and development expenses

 

Research and development (R&D) expenses was $8,000 and $36,000 for the three months ended September 30, 2024 and 2023, respectively, a decrease of $28,000 or 77.8%. During the prior year, the Company began another R&D project consisting of the design and manufacture of an experimental installation for plasma activation of water by generating a plasma discharge in a water stream. The research and development expenditure is dependent on progress made on the development.

 

Interest expense

 

Interest expense was $1,000 and $1,000 for the three months ended September 30, 2024 and 2023, respectively. Interest expense relates to interest incurred on the SBA loan.

 

Liquidity and Capital Resource

 

The accompanying condensed 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 condensed consolidated financial statements, during the three months ended September 30, 2024, the Company incurred a net loss of $227,000 and had a stockholders’ deficit of $27,074,000 as of September 30, 2024. These factors, among others, raise 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, 2024, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed 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 September 30, 2024, the Company has cash in the amount of $2,000. 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 enough cash to sustain operations through March 2025.

 

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.

 

 

 

 

Cash Flow

 

Net cash used in operating activities was $179,000 for the three months ended September 30, 2024 and net cash generated by operating activities was $122,000 for the three months ended September 30, 2023. Changes in our cash flows was due to changes in operating assets and liabilities as well as advances from Desmet. During the period ended September 30, 2023, the Company received advances from Desmet of $304,000 compared to none during the period ended September 30, 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

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.

 

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 September 30, 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 September 30, 2024.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting during the first quarter of fiscal 2025 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 September 30, 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		November 14, 2024
N. Voloshin		(Principal Executive Officer)
/s/ N. Voloshin		Chief Financial Officer		November 14, 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 September 30, 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: November 14, 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 September 30, 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: November 14, 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 September 30, 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: November 14, 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 Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 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: November 14, 2024	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Principal Financial 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.

v3.24.3

Cover - shares	3 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
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

v3.24.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Current assets:
Cash and cash equivalents	$ 2,000	$ 179,000
Prepaid expenses	40,000	16,000
Total current assets	42,000	195,000
Equity method investment	1,000	1,000
Operating lease right-of-use asset	24,000	42,000
Other assets	10,000	10,000
Total assets	77,000	248,000
Current liabilities:
Accounts payable and accrued expenses	187,000	129,000
Accrued payroll and payroll taxes – related parties	433,000	414,000
Note payable	9,000	9,000
Operating lease liability, current portion	27,000	46,000
Total current liabilities	656,000	598,000
Note payable, non-current	128,000	130,000
Total liabilities	784,000	728,000
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and June 30, 2024	0	0
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 284,289,740 shares issued and outstanding as of September 30, 2024 and June 30, 2024	284,000	284,000
Additional paid-in capital	26,083,000	26,083,000
Accumulated deficit	(27,074,000)	(26,847,000)
Total stockholders' deficit	(707,000)	(480,000)
Total liabilities and stockholders' deficit	$ 77,000	$ 248,000

v3.24.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Jun. 30, 2024
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

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
General and administrative expenses	$ 218,000	$ 214,000
Research and development expenses	8,000	36,000
Loss from operations	(226,000)	(250,000)
Other Expense
Interest expense	(1,000)	(1,000)
Net loss	$ (227,000)	$ (251,000)
Net loss per share
Basic	$ (0.00)	$ (0.00)
Diluted	$ (0.00)	$ (0.00)
Weighted average shares outstanding,
Basic	284,289,740	284,289,740
Diluted	284,289,740	284,289,740

v3.24.3

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, 2023	$ 284,000	$ 26,083,000	$ (27,286,000)	$ (919,000)
Beginning balance, shares at Jun. 30, 2023	284,289,740
Net loss			(251,000)	(251,000)
Ending balance, value at Sep. 30, 2023	$ 284,000	26,083,000	(27,537,000)	(1,170,000)
Ending balance, shares at Sep. 30, 2023	284,289,740
Beginning balance, value at Jun. 30, 2024	$ 284,000	26,083,000	(26,847,000)	(480,000)
Beginning balance, shares at Jun. 30, 2024	284,289,740
Net loss			(227,000)	(227,000)
Ending balance, value at Sep. 30, 2024	$ 284,000	$ 26,083,000	$ (27,074,000)	$ (707,000)
Ending balance, shares at Sep. 30, 2024	284,289,740

v3.24.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (227,000)	$ (251,000)
Effect of changes in operating assets and liabilities
Prepaid expenses	(24,000)	0
Operating lease right of use asset	18,000	18,000
Accounts payable and accrued expenses	58,000	24,000
Accrued payroll and payroll taxes – related parties	19,000	46,000
Advances from distributor, net	0	304,000
Operating lease liability	(19,000)	(19,000)
Net cash (used in) generated by operating activities	(175,000)	122,000
Financing activities:
Repayment of note payable	(2,000)	0
Cash generated by financing activities	(2,000)	0
Net (decrease) increase in cash and cash equivalents	(177,000)	122,000
Cash and cash equivalents, beginning of period	179,000	18,000
Cash and cash equivalents, end of period	2,000	140,000
Supplemental disclosures of cash flow information:
Cash paid for interest	1,000	2,000
Cash paid for income taxes	$ 0	$ 0

v3.24.3

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (227,000)	$ (251,000)

v3.24.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
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

v3.24.3

Organization and Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 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   Cavitation Technologies, Inc. (“the Company,” “CTi,” “we,” “us,” and “our”) is a Nevada corporation originally incorporated in January 2007 under the name Bio Energy, Inc. The Company has developed, patented, and commercialized proprietary technology used in our Nano Reactor® and LPN™ liquid processing applications.   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 the accompanying unaudited condensed consolidated financial statements, during the three months ended September 30, 2024, the Company recorded a net loss of $227,000 and used cash in operations of $175,000. In addition, as of September 30, 2024, the Company had a stockholders’ deficit of $707,000, a working capital deficiency of $614,000 and accumulated deficit of $27,074,000. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2024, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. 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 September 30, 2024, the Company has cash in the amount of $2,000. Subsequent to September 30, 2024, the Company received cash of $880,000 pursuant to a patent assignment agreement (see Note 9). 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 enough cash to sustain operations through March 31, 2025.   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.   Principles of Consolidation   The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.   Use of Estimates   The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates.   Advances from Distributor   Advances from distributor are contract liabilities and represent consideration received from Desmet, customer and distributor, under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period.   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.   For the license fee revenue, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement and collectability is certain.   In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer and collectability is certain.   Cash and Cash Equivalents   The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At September 30, 2024 and June 30, 2024, the Company had no cash equivalents.   The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.   As of September 30, 2024, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.   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. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023. As of September 30, 2024 and June 30, 2024, the remaining de minimus value of its investments was $1,000, respectively.   Income Taxes   The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.   Leases   The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 4).   Fair Value Measurement   FASB 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.   In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:    Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.   Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.   Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.   As of September 30, 2024, and June 30, 2024, the carrying value of certain accounts such as accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments. The carrying value of our note payable approximate their fair value due to interest rate of the note.   Research and Development Costs   Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the three months ended September 30, 2024 and 2023 amounted to $8,000 and $36,000, respectively.   Net 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 income (loss) required for purposes of computing diluted earnings per share. At September 30, 2024 and 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 as the exercise price of these warrants were greater than the stock price of the Company common stock.  Schedule of anti-dilutive shares                 September 30, 2024     September 30, 2023   Warrants     28,841,323       53,657,234     Concentrations   During the three months ended September 30, 2024 and 2023, we recorded no revenue.   As of September 30, 2024, three vendors accounted 27%, 20% and 9% of the Company’s accounts payable. As of June 30, 2024, three vendors accounted 19%, 15% and 11% of the Company’s accounts payable.   At September 30, 2024 and June 30, 2024, we had no receivables from our customers.   Recent Accounting Pronouncements   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.

v3.24.3

Contracts with Desmet	3 Months Ended
	Sep. 30, 2024
Contracts With Desmet
Contracts with Desmet	Note 2 – Contracts with Desmet   In October 2021, the Company signed a three-year global Research and Development, Marketing and Technology License Agreement (“TLA”) with Desmet Ballestra (“Desmet”) for the sale and licensing of the Company’s nano reactors. This agreement was a continuation of the similar TLA agreements the Company signed with Desmet in fiscals 2012, 2016 and 2018.   As part of the agreement, Desmet provided the Company monthly advances, subject to certain limitations, of $40,000 to be applied against future sales of reactors.   In February 2024, Desmet and the Company terminated the October 2021 TLA agreement and entered into a new three-year Technology License Agreement (“February 2024 TLA”). The February 2024 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 February 2024 TLA may be terminated by Desmet on March 15 each year on at least one month’s written notice if the licensee and its affiliates failed to sell a minimum of 6 nano reactor systems during the preceding 12 month period. As part of the February 2024 TLA, Desmet also 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. The TLA is the principal agreement between the Company and Desmet and the basis for revenue recognition for the Company.   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. Monthly advances received from Desmet are initially recorded as advances from distributor (i.e deferred revenues) and will only be recognized as revenues once the Company has completed its performance obligation to Desmet.   During the three months ended September 30, 2024, pursuant to these TLA agreements, the Company did not receive any advances from Desmet and no revenue was recognized from sales to Desmet. During the three months ended September 30, 2023, advances received from Desmet amounted to $304,000 and no revenue was recognized from sales to Desmet.   As of September 30, 2024 and June 30, 2024, there was no outstanding advances from Desmet.

v3.24.3

Investment in equity method investment	3 Months Ended
	Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
Investment in equity method investment	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 September 30, 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.   Based upon the operations of Ameredev and the facts and circumstance of the industry it operates, due to a number of factors, Management has concluded that it was no longer possible to determine reasonable and objectively supportable projections and estimates with regards to the recoverability of the equity method investment. As such, at June 30, 2023, the Company determined the equity method investment was impaired and recorded an additional $1,112,000 in loss to its investment, reducing the value of the equity method investment to a de minimis amount of $1,000.   During the three months ended September 30, 2024 and 2023, Ameredev’s operation were limited and the Company had no revenues from Ameredev.   As of September 30, 2024 and June 30, 2024, the balance of the equity method investment amounted to $1,000, for both periods presented.

v3.24.3

Operating Lease	3 Months Ended
	Sep. 30, 2024
Operating Lease
Operating Lease	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:  Schedule of components of lease expense and supplemental cash flow information                     September 30,     September 30,       2024     2023                 Lease costs:                 Operating lease (included in general and administrative in the Company’s consolidated statement of operations)   $ 19,000     $ 19,000                     Other information:                 Cash paid for amounts included in the measurement of lease liabilities   $ 21,000     $ 17,000                     Weighted average remaining lease term – operating leases (in years)     0.3       1.3   Average discount rate – operating leases     4%       4%                     The supplemental balance sheet information related to leases for the period is as follows:                 Long-term right-of-use assets   $ 24,000     $ 95,000                     Short-term operating lease liabilities   $ 27,000     $ 68,000   Long-term operating lease liabilities     –       34,000   Total operating lease liabilities   $ 27,000     $ 102,000      Supplemental cash flow information related to the lease liabilities are as follows:  Schedule of supplemental cash flow information             Operating   Year Ending June 30:   Lease   2025 (remaining 9 months)   $ 27,000   Less: Imputed interest/present value     –   Present value of lease liabilities   $ 27,000

v3.24.3

Related Party Transactions	3 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	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 amounting to $280,000, and accrued salaries and estimated payroll taxes for the current officer and director of the Company amounting to $134,000, totaling $414,000 as of June 30, 2024.   During the three months ended September 30, 2024, the Company recorded an additional $12,000 in accrued salaries and related payroll taxes for the current officer and director of the Company.   As of September 30, 2024, total accrued payroll and payroll related taxes amounted to $426,000.

v3.24.3

Notes Payable	3 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Notes Payable	Note 6 – Notes Payable Schedule of notes payable                 September 30,     June 30,       2024     2024   Note payable - EIDL   $ 137,000     $ 139,000   Short-term note payable     (9,000 )     (9,000 ) Long-term note payable   $ 128,000     $ 130,000     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.

v3.24.3

Stockholders' Equity	3 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Stockholders' Equity	Note 7 - Stockholders' Equity   Stock Warrants   A summary of the Company's warrant activity and related information for the three months ended September 30, 2024 is as follows:  Schedule of warrant activity                             Warrants     Weighted- Average Exercise Price     Weighted- Average Remaining Contractual Life (Years)                       Outstanding at June 30, 2024     28,841,323     $ 0.08       2.61   Granted     –       –       –   Exercised     –       –       –   Expired     –       –       –   Outstanding at September 30, 2024 vested and exercisable     28,841,323     $ 0.08       2.36     There was no intrinsic value of the outstanding warrants as of September 30, 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 September 30, 2024. 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       5,000,000       5.26     $ 0.03       5,000,000       5.26   $ 0.09       23,841,323       1.75     $  0.09       23,841,323       1.75             28,841,323                       28,841,323

v3.24.3

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 - Commitments and Contingencies   Royalty Agreements   On July 1, 2008, the Company’s wholly owned subsidiary entered into Patent Assignment Agreements with two parties, its President as well as its former Chief Executive Officer (CEO) and current Technology Senior Manager, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/ current Technology Senior Manager have been assigned to the Company. In exchange, the Company agreed to pay a royalty of 5% of gross revenues to each of the President and former CEO/ current Technology Senior Manager for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assigned to Cavitation Technologies on May 13, 2010. The Company’s former CEO/ current Technology Senior Manager and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through September 30, 2024 and 2023.   On April 30, 2008 (as amended November 22, 2010), the Company’s wholly owned subsidiary entered into an employment agreement with the Director of Chemical and Analytical Department (the “Inventor”) providing that the Inventor shall 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 September 30, 2024, no patents have been granted in which this person is the legally named inventor.

v3.24.3

Subsequent events	3 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Note 9 – Subsequent events   The Company has evaluated subsequent events through the date the financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except as follows:   Patent assignment and license back agreement The Company has entered into an agreement with Desmet that monetized the Company by the assignment of certain of its U.S. and non-U.S. patents, technical information and related intellectual property (the “Assigned Patents”) that for several years have been licensed to Desmet for its use on a global basis in vegetable oil, fats and oleo applications. The Company also assigned to Desmet, ownership of two U.S. trademark registrations that it holds for its Nano Neutralization® and Nano Reactor® marks, respectively (the “Assigned Marks”). The consideration of the assignment of the patents is $880,000, $480,000 due upon the full execution and delivery to Desmet of the Assignment of the Assigned Patents and Assigned Trademarks, and, the remaining $400,000 due upon the delivery to the Assignee the complete set of Nano Reactor® Device manufacturing drawings. The Company has also agreed to provide to Desmet any consultation, technical assistance and support services that Desmet may reasonably request in; (a) installing, operating or troubleshooting for any Nano Reactor® Device; (b) testing, startup or maintenance of any Nano Reactor® Device or any problems associated therewith; and (c) providing training to representatives, contractors or employees of Desmet or any Site User, to be charged at a rate of $1,000 per day, plus reimbursement of reasonable expenses. Pursuant to the agreement, the Company reserved for itself, and received a Grant Back License (“Reserved Grant Back License”) of a worldwide, exclusive, transferable and royalty-free license and right to practice and use the Assigned Patents and associated technical information in businesses, activities, projects, uses and applications in the field of; (i) water and wastewater processing, recovery, recycling and purification (including oilfield wastewater) and; (ii) manufacture, distillation, brewing, enhancements, sale and marketing of alcoholic beverages, together the Licensed Fields (the “Licensed Fields”). Under the Reserved Grant Back License retained and received, the Company will have a worldwide, exclusive, transferable and royalty-free license and right to design, build, use, export, improve, sell and market Nano Reactor® devices and Nano Reactor® devices and systems (and products) that incorporate or utilize Nano Reactor® devices, in each case within the Licensed Fields, and to continue to use the Nano Reactor® trademark in connection with its business, systems and products within the Licensed Fields. The Company is currently in the process of determining the appropriate accounting for this agreement.

v3.24.3

Organization and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	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 the accompanying unaudited condensed consolidated financial statements, during the three months ended September 30, 2024, the Company recorded a net loss of $227,000 and used cash in operations of $175,000. In addition, as of September 30, 2024, the Company had a stockholders’ deficit of $707,000, a working capital deficiency of $614,000 and accumulated deficit of $27,074,000. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2024, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. 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 September 30, 2024, the Company has cash in the amount of $2,000. Subsequent to September 30, 2024, the Company received cash of $880,000 pursuant to a patent assignment agreement (see Note 9). 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 enough cash to sustain operations through March 31, 2025.   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.
Principles of Consolidation	Principles of Consolidation   The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates   The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates include estimates for reserves for valuation of our equity method investments, assumptions used in valuing our stock options, stock warrants and common stock issued for services and valuation allowance for our deferred tax asset, among other items. Actual results could differ from these estimates.
Advances from Distributor	Advances from Distributor   Advances from distributor are contract liabilities and represent consideration received from Desmet, customer and distributor, under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period.
Revenue Recognition	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.   For the license fee revenue, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement and collectability is certain.   In addition, the Company also recognizes revenues from usage fees of certain reactors. Usage fees are recognized based on actual usage by the customer and collectability is certain.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. At September 30, 2024 and June 30, 2024, the Company had no cash equivalents.   The Company maintains its cash with one domestic financial institution. From time to time, cash balances in this domestic bank may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.   As of September 30, 2024, Company had no deposits in excess of federally insured limit with one bank. The Company believes that no significant concentration of credit risk exists with respect to this cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.
Equity Method Investment	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. Based on Management’s assessment, the value of its equity method investment was impaired as of June 30, 2023. As of September 30, 2024 and June 30, 2024, the remaining de minimus value of its investments was $1,000, respectively.
Income Taxes	Income Taxes   The Company follows the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
Leases	Leases   The Company accounts for its leases in accordance with the guidance of FASB ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments (see Note 4).
Fair Value Measurement	Fair Value Measurement   FASB 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.   In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:    Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.   Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.   Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.   As of September 30, 2024, and June 30, 2024, the carrying value of certain accounts such as accounts payable, accrued expenses and accrued payroll approximates their fair value due to the short-term nature of such instruments. The carrying value of our note payable approximate their fair value due to interest rate of the note.
Research and Development Costs	Research and Development Costs   Research and development expenses relate primarily to the development, design, testing of preproduction prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the three months ended September 30, 2024 and 2023 amounted to $8,000 and $36,000, respectively.
Net Loss Per Share	Net 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 income (loss) required for purposes of computing diluted earnings per share. At September 30, 2024 and 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 as the exercise price of these warrants were greater than the stock price of the Company common stock.  Schedule of anti-dilutive shares                 September 30, 2024     September 30, 2023   Warrants     28,841,323       53,657,234
Concentrations	Concentrations   During the three months ended September 30, 2024 and 2023, we recorded no revenue.   As of September 30, 2024, three vendors accounted 27%, 20% and 9% of the Company’s accounts payable. As of June 30, 2024, three vendors accounted 19%, 15% and 11% of the Company’s accounts payable.   At September 30, 2024 and June 30, 2024, we had no receivables from our customers.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   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.

v3.24.3

Organization and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares                 September 30, 2024     September 30, 2023   Warrants     28,841,323       53,657,234

v3.24.3

Operating Lease (Tables)	3 Months Ended
	Sep. 30, 2024
Operating Lease
Schedule of components of lease expense and supplemental cash flow information	Schedule of components of lease expense and supplemental cash flow information                     September 30,     September 30,       2024     2023                 Lease costs:                 Operating lease (included in general and administrative in the Company’s consolidated statement of operations)   $ 19,000     $ 19,000                     Other information:                 Cash paid for amounts included in the measurement of lease liabilities   $ 21,000     $ 17,000                     Weighted average remaining lease term – operating leases (in years)     0.3       1.3   Average discount rate – operating leases     4%       4%                     The supplemental balance sheet information related to leases for the period is as follows:                 Long-term right-of-use assets   $ 24,000     $ 95,000                     Short-term operating lease liabilities   $ 27,000     $ 68,000   Long-term operating lease liabilities     –       34,000   Total operating lease liabilities   $ 27,000     $ 102,000
Schedule of supplemental cash flow information	Schedule of supplemental cash flow information             Operating   Year Ending June 30:   Lease   2025 (remaining 9 months)   $ 27,000   Less: Imputed interest/present value     –   Present value of lease liabilities   $ 27,000

v3.24.3

Notes Payable (Tables)	3 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                 September 30,     June 30,       2024     2024   Note payable - EIDL   $ 137,000     $ 139,000   Short-term note payable     (9,000 )     (9,000 ) Long-term note payable   $ 128,000     $ 130,000

v3.24.3

Stockholders' Equity (Tables)	3 Months Ended
	Sep. 30, 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, 2024     28,841,323     $ 0.08       2.61   Granted     –       –       –   Exercised     –       –       –   Expired     –       –       –   Outstanding at September 30, 2024 vested and exercisable     28,841,323     $ 0.08       2.36
Schedule of warrants outstanding and exercisable	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       5,000,000       5.26     $ 0.03       5,000,000       5.26   $ 0.09       23,841,323       1.75     $  0.09       23,841,323       1.75             28,841,323                       28,841,323

v3.24.3

Organization and Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	28,841,323	53,657,234

v3.24.3

Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Product Information [Line Items]
Net loss	$ 227,000	$ 251,000
Cash used in operations	175,000	(122,000)
Stockholders deficit	707,000	1,170,000	$ 480,000	$ 919,000
Working capital deficit	614,000
Accumulated deficit	27,074,000		26,847,000
Cash	2,000		179,000
Cash and cash equivalents	0		0
Write-down of investment	1,000		1,000
Research and development expense	8,000	36,000
Revenue	0	$ 0
Receivables from customers	$ 0		$ 0
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member]
Product Information [Line Items]
Concentration risk, percentage	27.00%	19.00%
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member]
Product Information [Line Items]
Concentration risk, percentage	20.00%	15.00%
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Three [Member]
Product Information [Line Items]
Concentration risk, percentage	9.00%	11.00%
Patent Assignment Agreement [Member]
Product Information [Line Items]
Cash received	$ 880,000

v3.24.3

Contracts with Desmet (Details Narrative) - Technology License Agreement [Member] - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Jun. 30, 2024
Desmet [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding advances		$ 0	$ 0
Desmet Ballestra [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Customer advances	$ 304,000
Revenue	$ 0

v3.24.3

Investment in equity method investment (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2024
Schedule of Equity Method Investments [Line Items]
Equity method investment impaired			$ 1,112,000
Loss from equity method investments			$ 1,000
Revenues	$ 0	$ 0
Equity method investment	1,000			$ 1,000
Ameredev [Member]
Schedule of Equity Method Investments [Line Items]
Revenues	$ 0	$ 0

v3.24.3

Operating Lease (Details - Lease cost) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Operating Lease
Operating lease cost	$ 19,000	$ 19,000
Cash paid for amounts included in the measurement of lease liabilities	$ 21,000	$ 17,000
Weighted average remaining lease term - operating leases (in years)	3 months 18 days	1 year 3 months 18 days
Average discount rate - operating leases	4.00%	4.00%
Long-term right-of-use assets	$ 24,000	$ 95,000	$ 42,000
Short-term operating lease liabilities	27,000	68,000	$ 46,000
Long-term operating lease liabilities	0	34,000
Total operating lease liabilities	$ 27,000	$ 102,000

v3.24.3

Operating Lease (Details - Supplemental cash flow information) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Operating Lease
2025 (remaining 9 months)	$ 27,000
Less: Imputed interest/present value	0
Present value of lease liabilities	$ 27,000	$ 102,000

v3.24.3

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Related Party Transactions [Abstract]
Employee-related liabilities	$ 426,000	$ 280,000
Accrued salary	12,000	134,000
Accrued payroll and related taxes	$ 433,000	$ 414,000

v3.24.3

Notes Payable (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Debt Disclosure [Abstract]
Notes payable - EIDL	$ 137,000	$ 139,000
Short-term note payable	(9,000)	(9,000)
Long-term note payable	$ 128,000	$ 130,000

v3.24.3

Notes Payable (Details Narrative) - EIDL Loan [Member]	1 Months Ended
	Jul. 31, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from loans	$ 150,000
Interest rate	3.75%

v3.24.3

Stockholders' Equity (Details - Warrant activity) - Warrant [Member]	3 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning balance | shares	28,841,323
Weighted average exercise price, warrants outstanding | $ / shares	$ 0.08
Weighted average remaining contractual life	2 years 7 months 9 days
Warrants granted | shares	0
Weighted average exercise price, warrants granted | $ / shares	$ 0
Warrants exercised | shares	0
Weighted average exercise price, warrants exercised | $ / shares	$ 0
Warrants expired | shares	0
Weighted average exercise price, warrants expired | $ / shares	$ 0
Warrants vested and exercisable | shares	28,841,323
Weighted average exercise price, vested and exercisable | $ / shares	$ 0.08
Weighted average remaining contractual life, exercisable and vested	2 years 4 months 9 days

v3.24.3

Stockholders' Equity (Details - Warrants by exercise price) - $ / shares	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants outstanding	28,841,323	28,841,323
Weighted average remaining life, warrants outstanding	2 years 7 months 9 days
Weighted average exercise price	$ 0.08
Warrants exercisable	28,841,323
Exercise price $ 0.03 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants outstanding	5,000,000
Weighted average remaining life, warrants outstanding	5 years 3 months 3 days
Weighted average exercise price	$ 0.03
Warrants exercisable	5,000,000
Weighted average remaining life, warrants exercisable	5 years 3 months 3 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	1 year 9 months
Weighted average exercise price	$ 0.09
Warrants exercisable	23,841,323
Weighted average remaining life, warrants exercisable	1 year 9 months

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