10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

or

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54437

SUNHYDROGEN, INC.

(Name of registrant in its charter)

Nevada	26-4298300
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (805) 966-6566

Former address, if changed since last report

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

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required 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 such 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller 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 ☒

The number of shares of registrant’s common stock outstanding, as of May 15, 2024 was 5,087,245,974.

SUNHYDROGEN, INC.

INDEX

		Page
PART I: FINANCIAL INFORMATION		1
Item 1:	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Shareholders’ Equity/(Deficit)	3
	Condensed Statements of Cash Flows	4
	Notes to the Condensed Financial Statements	5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
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 1A:	Risk Factors	22
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3:	Defaults Upon Senior Securities	22
Item 4:	Mine Safety Disclosures	22
Item 5:	Other Information	22
Item 6:	Exhibits	22
Signatures		23

i

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SUNHYDROGEN, INC.

CONDENSED BALANCE SHEETS

	March 31, 2024			June 30, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalent	$	39,215,765		$	37,185,989
Marketable securities at cost		-			3,188,040
Interest receivable		56,921			-
Short term investment at fair value, related party		2,976,192			7,655,601
TOTAL CURRENT ASSETS		42,248,878			48,029,630
OTHER ASSETS
INVESTMENT
Convertible notes receivable, related party		3,000,000			3,000,000
TOTAL INVESTMENTS		3,000,000			3,000,000
PROPERTY & EQUIPMENT
Machinery and equipment		33,814			33,814
Computers and peripherals		11,529			11,529
Vehicle		155,000			155,000
		200,343			200,343
Less: accumulated depreciation		(110,592	)		(83,468	)
NET PROPERTY AND EQUIPMENT		89,751			116,875
INTANGIBLE ASSETS
Domain, net of amortization of $5,315 and $5,286, respectively		-			29
Trademark, net of amortization of $800 and $714, respectively		343			428
Patents, net of amortization of $41,268  and $36,344, respectively		59,875			64,799
TOTAL INTANGIBLE ASSETS		60,218			65,256
TOTAL OTHER ASSETS		3,149,969			3,182,131
TOTAL ASSETS	$	45,398,847		$	51,211,761
LIABILITIES, PREFERRED STOCK SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and other payables	$	382,745		$	232,893
Accrued expenses		56,436			628
Loan payable, related party		55,735			106,728
TOTAL CURRENT LIABILITIES		494,916			340,249
LONG TERM LIABILITIES
Loan payable, related party		9,206			36,731
TOTAL LONG TERM LIABILITIES		9,206			36,731
TOTAL LIABILITIES		504,122			376,980
COMMIMENTS AND CONTINGENCIES (SEE NOTE 9)
Series C 10% Preferred Stock, 8,851 and 10,951 shares issued and outstanding, redeemable value of $885,100 and $1,095,100, respectively		885,100			1,095,100
SHAREHOLDERS’ EQUITY
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares outstanding		-			-
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,087,245,974 and 4,821,298,283 shares issued and outstanding, respectively		5,087,246			4,821,298
Additional Paid in Capital		128,392,402			126,889,423
Accumulated deficit		(89,470,023	)		(81,971,040	)
TOTAL SHAREHOLDERS’ EQUITY		44,009,625			49,739,681
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	$	45,398,847		$	51,211,761

The accompanying notes are an integral part of these condensed unaudited financial statements 

1

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
REVENUE	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Selling and Marketing		554			-			44,554			87,745
General and administrative expenses		1,070,340			500,455			2,072,845			4,011,604
Research and development cost		750,583			764,919			1,945,910			2,845,239
Depreciation and amortization		10,382			11,064			32,162			32,504
TOTAL OPERATING EXPENSES		1,831,859			1,276,438			4,095,471			6,977,092
LOSS FROM OPERATIONS BEFORE  OTHER INCOME (EXPENSES)		(1,831,859	)		(1,276,438	)		(4,095,471	)		(6,977,092	)
OTHER INCOME/(EXPENSES)
Investment  income		520,319			507,991			1,480,912			951,646
Dividend expense		(18,362	)		(6,750	)		(61,882	)		(20,250	)
Unrealized Gain(loss) on investments, related party		(2,740,574	)		(3,451,984	)		(4,679,409	)		4,668,652
Realized gain (loss)		14,916			(24,617	)		(173,124	)		(24,617	)
Realized Gain(Loss) on redemption of marketable securties		35,080			(104,035	)		35,080			(149,962	)
Gain (Loss) on change in derivative liability		-			6,118,044			-			7,059,883
Interest expense		(1,684	)		(19,561	)		(5,089	)		(64,611	)
TOTAL OTHER INCOME (EXPENSES)		(2,190,305	)		3,019,088			(3,403,512	)		12,420,741
NET INCOME (LOSS)	$	(4,022,164	)	$	1,742,650		$	(7,498,983	)	$	5,443,649
BASIC EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
DILUTED EARINGINS (LOSS) PER SHARE	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		5,094,214,845			4,542,170,528			5,008,173,456			4,397,662,987
DILUTED		5,094,214,845			5,536,927,470			5,008,173,456			5,392,419,929

The accompanying notes are an integral part of these condensed unaudited financial statements

2

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

	THREE MONTHS ENDED MARCH 31, 2024
													Additional
	Preferred stock						Common stock						Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares			Amount			Capital			Deficit			Total
Balance at December 31, 2023 (unaudited)		-	$	-	$	885,100		5,092,814,633		$	5,092,815		$	127,509,819		$	(85,447,859	)	$	47,154,775
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-		35,931,341			35,931			306,044			-			341,975
Cancellation of restricted stock awards		-		-		-		(41,500,000	)		(41,500	)		(576,500	)		-			(618,000	)
Stock compensation expense		-		-		-		-			-			1,153,039			-			1,153,039
Net Loss		-		-		-		-			-			-			(4,022,164	)		(4,022,164	)
Balance at March 31, 2024 (unaudited)		-	$	-	$	885,100		5,087,245,974		$	5,087,246		$	128,392,402		$	(89,470,023	)	$	44,009,625

	THREE MONTHS ENDED MARCH 31, 2023
											Additional
	Preferred stock						Common stock				Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2022 (unaudited)		-	$	-	$	540,000		4,449,997,804	$	4,449,998	$	107,063,659	$	(79,245,024	)	$	32,268,633
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-		24,815,655		24,815		463,135		-			487,950
Issuance of common stock for conversion of debt and acrued interest		-		-		-		154,198,530		154,199		-7,710		-			146,489
Stock compensation expense		-		-		-		-		-		99,887		-			99,887
Adjustment due to rounding		-		-		-		-		-		-		4			4
Net Income		-		-		-		-		-		-		1,742,650			1,742,650
Balance at March 31, 2023 (unaudited)		-	$	-	$	270,000		4,629,011,989	$	4,629,012	$	107,618,971	$	(77,502,370	)	$	34,745,613

	NINE MONTHS ENDED MARCH 31, 2024
														Additional
	Preferred stock							Common stock						Paid-in			Accumulated
	Shares		Amount		Mezzanine			Shares			Amount			Capital			Deficit			Total
Balance at June 30, 2023		-	$	-	$	1,095,100			4,821,298,283		$	4,821,298		$	126,889,423		$	(81,971,040	)	$	49,739,681
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-			86,395,059			86,395			792,530			-			878,925
Issuance of common stock upon conversion of Series C Preferred stock		-		-		(210,000	)		221,052,632			221,053			(11,053	)		-			210,000
Cancellation of restricted stock awards		-		-		-			(41,500,000	)		(41,500	)		(576,500	)		-			(618,000	)
Stock compensation expense		-		-		-			-			-			1,298,002			-			1,298,002
Net Loss		-		-		-			-			-			-			(7,498,983	)		(7,498,983	)
Balance at March 31, 2024 (unaudited)		-	$	-	$	885,100			5,087,245,974		$	5,087,246		$	128,392,402		$	(89,470,023	)	$	44,009,625

	NINE MONTHS ENDED MARCH 31, 2023
											Additional
	Preferred stock						Common stock				Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital			Deficit			Total
Balance at June 30, 2022		-		-	$	270,000		4,271,749,146	$	4,271,749	$	103,311,733		$	(82,946,019	)	$	24,637,463
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-		81,130,461		81,130		1,824,920			-			1,906,050
Issuance of common stock for conversion of debt and acrued interest		-		-		-		274,198,530		274,199		(13,710	)		-			260,489
Issuance of common stock for the conversion of stock options		-		-		-		1,933,852		1,934		30,941			-			32,875
Stock compensation for conversion of restricted stock awards		-		-		-		-		-		2,365,200			-			2,365,200
Stock compensation expense		-		-		-		-		-		99,887			-			99,887
Net Loss		-		-		-		-		-		-			5,443,649			5,443,649
Balance at March 31, 2023 (unaudited)		-	$	-	$	270,000	$	4,629,011,989	$	4,629,012	$	107,618,971		$	(77,502,370	)	$	34,745,613

The accompanying notes are an integral part of these condensed unaudited financial statements

3

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	Nine Months Ended
	March 31, 2024			March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		(7,498,983	)		5,443,649
Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities
Depreciation & amortization expense		32,162			32,504
Conversion of stock options for services		-			32,875
Stock based compensation expense for services		1,298,002			99,887
Cancellation of restricted stock awards		(618,000	)		-
Realized loss on sale of  investment		188,040			-
Net stock compensation expense for conversion of restricted stock awards		-			2,365,200
Loss on redemption of marketable securities		-			149,962
Net (Gain) Loss on change in derivative liability		-			(7,059,883	)
Unrealized gain on change in fair value of investment, related party		4,679,409			(4,668,652	)
Change in assets and liabilities :
Prepaid expense		-			17,394
Interest receivable on bonds		(56,921	)		-
Accounts payable		149,852			179,071
Accrued expenses		55,808			639
Accrued interest on convertible notes		-			60,585
NET CASH USED IN OPERATING ACTIVITIES		(1,770,631	)		(3,346,769	)
CASH FLOWS FROM INVESTING ACTIVITIES
Marketable securities purchased		(253,920,231	)		(6,475,678	)
Marketable securities redeemed		235,384,616			20,443,798
Marketable securities transferred to new account		18,535,615			-
Purchase of certificate of deposit		(5,000,000	)		-
Redemption of certificate of deposit		5,000,000			-
Purchase of investment, related party		-			(7,000,000	)
Purchase of long term convertible note, related party		-			(3,000,000	)
Redemption of short term investments in corporate securities		3,000,000			-
Purchase of tangible assets		-			(33,814	)
NET PROVIDED BY INVESTING ACTIVITIES:		3,000,000			3,934,306
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party note payable		(78,518	)		(42,432	)
Net proceeds from  purchase agreements		878,925			1,906,050
NET CASH PROVIDED BY FINANCING ACTIVITIES		800,407			1,863,618
NET INCREASE IN CASH		2,029,776			2,451,155
CASH, BEGINNING OF PERIOD		37,185,989			27,681,485
CASH, END OF PERIOD		39,215,765			30,132,640
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	5,089		$	19,561
Taxes paid				$	-
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Fair value of common stock upon conversion of convertible notes, and accrued interest	$	-		$	260,489
Fair value of stock options issued through a cashless exercise	$	-		$	32,875
Reclassification of related party accrued salary to loan payable	$	-		$	211,750
Conversion of Series C Preferred shares to common stock	$	210,000		$	-
Cancellation of restricted stock units	$	(618,000	)	$	-

The accompanying notes are an integral part of these condensed unaudited financial statements

4

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended June 30, 2024. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended June 30, 2023.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of March 31, 2024, the cash balance in excess of the FDIC limits was $34,893,596. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Marketable Securities

Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The investments are generally valued using quoted prices and are classified in Level 2 of the fair value hierarchy as prices are not always from active markets. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

5

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.

Computers and peripheral equipment	5 Years
Vehicle	5 Years

The Company recognized depreciation expense of $27,124 and $27,229 for the nine months ended March 31, 2024 and 2023, respectively. 

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			6/30/2023
Domain-gross	15 years	$	5,315		$	5,315
Less accumulated amortization			(5,315	)		(5,286	)
Domain-net		$	-		$	29
Trademark-gross	10 years	$	1,143		$	1,143
Less accumulated amortization			(800	)		(714	)
Domain-net		$	343		$	428
Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(41,268	)		(36,344	)
Patents-net		$	59,875		$	64,799

The Company recognized amortization expense of $5,038 and $7,033 for the nine months ended March 31, 2024 and December 31, 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the nine months ended March 31, 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4). 

Nine months ended March 31, 2024

The Company calculated the dilutive impact of 269,894,499 outstanding stock options and awards, 86,495,239 common stock purchase warrant, and 8,851 shares of Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, Series C Preferred shares were not included, in the calculation of net earnings per share, because their impact on income per share is antidilutive.

6

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Nine months ended March 31, 2023

The Company calculated the dilutive impact of 209,394,499 outstanding stock options, 94,895,239 common stock purchase warrants, and the convertible debt and accrued interest of $819,359, which is convertible into shares of common stock. The common stock purchase warrants, stock options, and convertible debt and accrued interest, were included in the calculation of net earnings per share, because their impact on income per share is dilutive.

	Nine Months Ended
	March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(7,498,982	)	$	5,443,649
Basic weighted average number of common shares outstanding (Denominator)		5,008,173,456			4,397,662,987
Diluted weighted average number of common shares outstanding (Denominator)		5,008,173,456			5,392,419,929

Stock Based Compensation

The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

Warrant Accounting 

The Company accounts for the warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of March 31, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

Reclassification of Expenses

Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 fianancial statements. There was no material effect on the Company’s previously issued financial statements.

7

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 6):

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents at March 31, 2024	$	39,215,765	$	39,215,765	$	-	$	-
Marketable securities measured at fair value March 31, 2024	$	2,976,192	$	-	$	2,976,192	$	-
	$	42,191,957	$	39,215,765	$	2,976,192	$	-
Cash and cash equivalents at June 30, 2023	$	37,185,989	$	37,185,989	$	-	$	-
Marketable securities measured at fair value June 30, 2023	$	10,843,641	$	-	$	10,843,641	$	-
	$	48,029,630	$	37,185,989	$	10,843,641	$	-
Liabilities:		-		-		-		-

As of March 31, 2024, the Company had no derivative liabilities for which Level 3 inputs were reported.

8

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed as incurred.  Total research and development costs were $1,945,910 and $2,845,239 for the nine months ended March 31, 2024 and 2023, respectively.

Advertising and Marketing

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $44,554 and $87,745 for the nine months ended March 31, 2024 and 2023, respectively.

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements as of March 31, 2024.

3. PREFERRED STOCK

Series C Preferred Stock

On December 15, 2021, the Company filed a certificate of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating 17,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095. The Series C Preferred Stockholders are entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares or pays a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as-if-converted basis. The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law.

9

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

3. PREFERRED STOCK (Continued)

Series C Preferred Stock (Continued)

On December 15, 2021, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was $187,800 of principal remaining under the note issued to the investor by the Company on February 3, 2017, plus $80,365 of accrued interest, representing a total aggregate note balance of $268,165. Pursuant to the purchase agreement, the Company sold to the investor 2,700 shares of the Company’s newly designated Series C Preferred Stock for a total purchase price of $268,165, and a loss on settlement of debt of $1,835. On April 15, 2023, the Company entered into another securities purchase agreement with the investor to exchange the remaining notes with principal of $550,000, plus accrued interest of $126,455, representing a total aggregate note balance of $676,455, and a loss on settlement of debt of $45. Pursuant to the purchase agreement, the Company sold 6,765 shares of the Company’s Series C Preferred Stock to the investor, for a total purchase price of $676,455. The investor tendered the Note to the Company for cancellation and agreed to forgo all future accrued interest under the Note, as the total purchase price for the shares. As of June 30, 2023, the Company had a total of 9,465 shares of Series C Preferred Stock outstanding with a fair value of $946,500, and a stated value of one hundred dollars ($100) (“share value’) per share, convertible into shares of common stock of the Company. The stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share. During the three months ended September 30, 2023, the investor converted 2,100 preferred shares with a face value of $210,000, at a conversion price of $0.00095. The preferred shares were converted into 221,052,632, no gain or loss was recognized in the financial statements. As of March 31, 2024, 7,365 of such shares of Series C Preferred Stock outstanding.

On June 19, 2023, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was an aggregate of $100,000 of principal outstanding under the Note issued to the investor by the Company on August 10, 2018, plus $48,603 of accrued interest, representing a total aggregate note balance of $148,603. Pursuant to the Purchase Agreement, the Company issued and sold to the investor 1,486 shares of the Company’s Series C Preferred Stock for a total purchase price of $148,603, and a gain on settlement of debt of $3. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares. As of March 31, 2024, 1,486 of such shares of Series C Preferred Stock were outstanding.

As of March 31, 2024, the Company had an aggregate total of 8,851 shares of Series C Preferred Stock outstanding with a fair value of $885,100, and a stated value of one hundred dollars ($100) (“share value’) per share, convertible into shares of common stock of the Company. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share.

10

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

3. PREFERRED STOCK (Continued)

Series C Preferred Stock (Continued)

During the fiscal year ended June 30, 2023, the Company entered into a purchase agreement with investors for an exchange of convertible debt into equity. The investors exchanged convertible notes in the amount of $837,800, plus interest in the amount of $255,423, and an aggregate loss of $1,877 for an aggregate total of $1,095,100 in exchange for 10,951 shares of the Company’s Series C Preferred Stock. The extinguishment of the convertible debt and derivative was recognized in the Company’s financial statement as a loss on settlement of convertible notes and derivative liability in the amount of $664,627. A valuation was prepared based on a stock price of $0.020 as of April 15, 2023 and $0.0185 as of June 19, 2023, with a volatility of 96.6%, as of April 15, 2023 and 82.9% as of June 19, 2023 based on an estimated term of 5 years.

The stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control.

4. COMMON STOCK

On January 27, 2022, the holder of the majority of the voting power of the shareholders of the Company, and the Company’s chief executive officer, approved by written consent (i) an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common stock from 5,000,000,000 to 10,000,000,000, (ii) an amendment to the Company’s articles of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-100 and not more than 1-for-500 at any time prior to the one year anniversary of filing the definitive information statement with respect to the reverse split, with the board of directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the board in its discretion, and (iii) the adoption of the Company’s 2022 Equity Incentive Plan. Shareholder approval for such actions became effective 20 days after the definitive information statement relating to such actions was mailed to shareholders.

Nine months ended March 31, 2024

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up top $45,000,000 of shares of common stock. For the nine months ended March 31, 2024, the Company issued 86,395,059 shares of common stock for $900,000 under a purchase agreement at prices of $0.00944 - $0.0132, pursuant to the purchase notices received from the investor. The finance cost of $21,075 was deducted from the gross proceeds.

Nine months ended March 31, 2023

During the nine months ended March 31, 2023, the Company issued 274,198,530 shares of common stock upon conversion of convertible notes in the amount of $177,500 of principal, plus accrued interest of $82,989 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for a total of $45,000,000 to purchase shares of common stock. During the nine months ended March 31, 2023, the Company issued 81,130,461 shares of common stock for $1,950,000 under a purchase agreement at prices of $0.01968 - $0.02608, pursuant to the purchase notices received from the investor. The finance cost of $43,950 was deducted from the gross proceeds converted, with net proceeds of $1,906,050.

11

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

4. COMMON STOCK (Continued)

During the nine months ended March 31, 2023, a consultant exercised 3,071,412 nonqualified stock options with an exercise price of $0.01 and a market price of $0.027 per share. Upon exercise of the stock options, the Company issued 1,933,852 shares of common stock through a cashless exercise at the price of $0.017 per share for compensation expense of $32,875.

During the nine months ended March 31, 2023, two employees were granted 150,000,000 restricted stock awards for services, which vested immediately. The Company withheld 62,400,000 shares at a price of $0.027 to pay for the taxes owed by the employees in the amount of $1,684,800, and the remaining 87,600,000 shares priced at $0.027 per share in the amount of $2,365,200 in stock compensation was reported in the financial statements.

5. RESTRICTED STOCK UNITS

On March 30, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders to grant an employee a restricted stock units in consideration of services to be rendered to the Company. The Board granted 21,500,000 shares of restricted stock units, which vested on March 30, 2023. Under the 2019 Equity Incentive Plan, an employee was granted 21,500,000 restricted stock units at a price of $0.025 per share for services, which vested on March 30, 2023. The stock units of 21,500,000 were cancelled at a unit price of $0.012 in the amount of $258,000, which was netted against the stock compensation expense during the period.

On December 20, 2022 and January 1, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders, to grant certain employees, a director, and a consultant restricted stock units in consideration of services to be rendered to the Company. The Board granted 33,000,000 shares of restricted stock units under the 2022 Equity Incentive Plan, whereby, 23,000,000 shares vested on January 1, 2023 and 10,000,000 shares, which were to vest on January 1, 2024, but were not granted. During the period ended March 31, 2024, the Company cancelled 20,000,000 of the stock units at a price of $0.012 in the amount of $240,000, which was netted against the stock compensation expense during the period. The remaining 10,000,000 units were to vest on January 1, 2024 were not granted. As of March 31, 2024, there remained a balance of 3,000,000 stock units, with an exercise price of $0.025.

The total stock units cancelled consisted of 21,500,000 units for the 2019 Equity Incentive Plan and 20,000,000 units for the 2022 Equity Incentive Plan for an aggregate total of 41,500,000, The price per stock unit was $0.025.As of March 31, 2024, the Company recorded stock compensation expense of $125,000.

The fair value of the cancellation of the units was $618,000 for the 41,500,000 stock units.

	3/31/2024					3/31/2023
				Weighted				Weighted
	Number			average		Number		average
	Of			exercise		Of		exercise
	Units			price		Units		price
Outstanding, beginning of period		54,500,000		$	0.025		-	$	-
Granted		-			-		54,500,000	$	0.025
Stock units not granted		(10,000,000	)		-		-		-
Cancellation of units		(41,500,000	)	$	0.025		-		-
Outstanding, end of period		3,000,000		$	0.025		54,500,000	$	0.025
Exercisable at the end of period		3,000,000		$	0.025		54,500,000	$	0.025

6. STOCK OPTIONS AND WARRANTS

The Company accounts for stock options ..granted to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

12

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

6. STOCK OPTIONS AND WARRANTS (Continued)

2019 Equity Stock Incentive Plan

On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost.

2022 Equity Stock Incentive Plan

On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

As of July 1, 2023, the 2022 Equity Incentive Plan increased by 15% to 723,194,742 shares, based on the Company’s fully diluted capitalization on leaving a reserve of 660,194,742 as of March 31, 2024.

During the period ended March 31, 2024, the Company granted 103,000,000 stock options at an exercise price of $0.012 per share, which vested immediately on January 30, 2024. As of March 31, 2024, 266,394,499 stock options were outstanding, and the Company recognized stock compensation expense of $1,173,002.

A summary of the Company’s stock option activity and related information follows:

	3/31/2024				3/31/2023
			Weighted					Weighted
	Number		average		Number			average
	Of		exercise		Of			exercise
	Options		price		Options			price
Outstanding, beginning of period		163,394,499	$	0.0095		157,965,711		$	0.0089
Granted		103,000,000	$	0.012		-			-
Exercised		-				-			-
Redemption of options		-				(3,071,212	)	$	(0.01	)
Outstanding, end of period		266,394,499	$	0.0107		154,894,499		$	0.0124
Exercisable at the end of period		263,144,499	$	0.0105		154,394,499		$	0.0124

13

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

6. STOCK OPTIONS AND WARRANTS (Continued)

STOCK OPTIONS (Continued)

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows: 

3/31/2024								3/31/2023
Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.016		9,000,000		5,250,000		2.17		-		-		-		-
$	0.012		103,000,000		103,000,000		5.84		-		-		-		-
$	0.0097		6,000,000		6,000,000		1.84	$	0.0097		6,000,000		6,000,000		1.84
$	0.0099		138,894,499		138,894,499		1.82	$	0.0099		138,894,499		138,894,499		2.82
$	0.0060		10,000,000		10,000,000		2.31	$	0.0060		10,000,000		10,000,000		3.31
			266,894,499		263,144,499						154,894,499		154,894,499

WARRANTS

During the nine months ended March 31, 2024, 8,400,000 common stock purchase warrants expired leaving an aggregate of 78,095,239 common stock purchase warrants outstanding, with exercise prices ranging from $0.12 - $0.13125 per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The derivative liability calculated on all warrants outstanding as of the nine months ended March 31, 2024, was removed with the exchange of the convertible notes and accrued interest for preferred shares. The warrants can be exercised over a period of three (3) years.

A summary of the Company’s warrant activity and related information follows for the nine months ended March 31, 2024

	3/31/2024
				Weighted
				average
	Number of			exercise
	Warrants			price
Outstanding, beginning of period		86,495,239		$	0.12
Granted		-			-
Exercised		-			-
Forfeited/Expired		(8,400,000	)	$	(0.0938	)
Outstanding, end of period		78,095,239		$	0.12
Exercisable at the end of period		78,095,239		$	0.12

14

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

6. STOCK OPTIONS AND WARRANTS (Continued)

WARRANTS (Continued)

The weighted average remaining contractual life of warrants outstanding as of March 31, 2024 was as follows: 

3/31/2024						Weighted Average
Exercise Price		Warrants Outstanding		Warrants Exercisable		Remaining Contractual Life (years)
$	0.13125		6,666,667		6,666,667		1.90
$	0.12		71,428,572		71,428,572		1.92
			78,095,239		78,095,239

At March 31, 2024, the aggregate intrinsic value of the warrants outstanding was $0.

7. CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES, AND EQUITY INVESTMENT, RELATED PARTY

As of March 31, 2024, the Company invested in marketable securities, which have been recognized in the financial statements at cost. The related party, short-term investment is recognized in the financial statements at fair value.

As of March 31, 2024, the components of the Company’s cash, cash equivalents, and short -term investments are summarized as follows:

	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities
Cash	$	30,623,941	$	-	$	-		$	-	$	30,623,941		-
Subtotal		30,623,941		-		-			-		30,623,941		-
Level 1
U.S. Treasury bills		8,591,824		-		-			-		8,591,824		-
Subtotal		8,591,824		-		-			-		8,591,824		-
Level 2
Teco Investment, related party		7,000,000				(4,023,808	)		2,976,192		-		2,976,192
Subtotal		7,000,000		-		(4,023,808	)		2,976,192		-		2,976,192
Total	$	46,215,765	$	-	$	(4,023,808	)	$	2,976,192	$	39,215,765	$	2,976,192

The Company has invested in marketable securities, which mature within ninety days from date of purchase, and are held to maturity. The current trading prices or fair market value of the securities vary, and we believe any decline in fair value is temporary. All securities are current and not in default.

15

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

7. CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES, AND EQUITY INVESTMENT, RELATED PARTY (CONTINUED)

During the nine months ended March 31, 2024, the Company recognized interest income pertaining to the investments of $1,073,293 in the financial statements, which is recorded as part of investment income in the statement of operations.

The Company over the past year has considered many companies in the hydrogen space for strategic investments, and believed that TECO 2030 ASA (TECO)’s fuel cell technology, designed with their development partner AVL, has shown incredible potential to become a key player in the fuel cell market. On November 11, 2022, the Company entered into a subscription agreement with TECO a public limited company incorporated in Norway. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for an aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094. The stocks purchased are adjusted to fair value based on unrealized gain or loss at the end of each period. The Company has an 8.3% interest as a shareholder of TECO. The CEO is also a director of TECO, which makes this a related party.

8. EQUITY INVESTMENT IN SECURITIES -RELATED PARTY AND BOND RECEIVABLE -RELATED PARTY

The Company purchased a bond receivable of TECO for a subscription amount of $3 million in USD. The issuance of the bond receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The bond receivable matures on June 1, 2025, and bears interest at the rate of 8% per annum paid quarterly in arrears and are convertible into shares of TECO at a rate of NOK 5.0868 per share. For the nine months ended March 31, 2024, the Company recognized interest income of $171,573 in the financial statements. All interest income has been paid timely each quarter.

The CEO of the Company is a director of TECO, which makes this a related party relationship.

	Cost Basis		Unrealized Gain 6/30/2023		Unrealized Loss 3/31/2024			Fair Value 3/31/2024
Short term equity investments at fair value, related party	$	7,000,000	$	655,601	$	(4,679,409	)	$	2,976,192

During the nine months ended March 31, 2024, the Company recognized an unrealized loss of $(4,679,409) in the financial statements.

9. SHORT TERM INVESTMENTS

On September 12, 2023, the Company invested in a $5,000,0000 certificate of deposit (CD), which matured on March 12, 2024. CDs should be reported as part of cash and cash equivalents at cost plus accrued interest if less than 90 days from the purchase date, and on its own line in the financial statements if the purchase is greater than 90 days. The CD has been classified as a short term investment due to the length of time to maturity at acquisition and is measured using Level 2. The Company recognized interest income of $171,573 in the financial statements as of March 31, 2024.

10. COMMITMENTS AND CONTINGENCIES

Effective October 1, 2022, the Company extended its research agreement with the University of Iowa through March 31, 2024. As consideration under the research agreement, the University of Iowa will receive a maximum of $343,984 from the Company in four equal installments of $85,996. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other. As of March 31, 2024, the contract was paid in full.

16

SUNHYDROGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS –UNAUDITED

MARCH 31, 2024 AND 2023

10. COMMITMENTS AND CONTINGENCIES (Continued)

Effective October 1, 2022, the Company extended its research agreement with the University of Michigan through March 31, 2024. As consideration under the research agreement, the University of Michigan will receive a maximum of $298,194, from the Company in four equal installments of $74,549. In the event of early termination by the Sponsor, the Sponsor will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of March 31, 2024, there remains a balance of $149,098 per the agreement.

The Company rented lab space with the University of Iowa as of February 2022. The monthly rent was $1,468, plus an additional $500 for the rental of a lab on a month-to-month basis and is cancellable with a thirty (30) day notice. On July 1, 2022, the Company increased the space needed for its’ lab work for a monthly rental of $5,468 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.

11. RELATED PARTY

Shareholders Loan

As of March 31, 2024, the Company reported an accrual associated with the CEO’s prior years’ salary in the amount of $211,750 for the current year, which is recorded in related party accrued expenses. The Company began accruing the salary in 2011 and used the funds for operating expenses. During the period ended December 31, 2022, the accrued salary was reclassified as a loan from the CEO, with an interest rate of five percent (5%). The loan will be repaid with monthly payments of $9,290, including interest and principal over a two-year period. As of March 31, 2024, the principal balance remaining on the loan was $64,941, and interest paid during the nine months ended March 31, 2024 was $5,090.

Other Related Party Activity

As discussed in Note 8, the Company purchased an interest in a company that the CEO became a director of subsequent to the purchase.

12. SUBSEQUENT EVENTS

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had no subsequent events to report.

17

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

Cautionary Statement Regarding Forward-Looking Statements

The information in this report may contain forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in our reports filed with the Securities and Exchange Commission, or the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law.

Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to SunHydrogen, Inc.

Overview

At SunHydrogen, our goal is to replace fossil fuels with clean, renewable hydrogen.

Hydrogen is the most abundant chemical element in the universe. When hydrogen fuel is used to power transportation and industry, the only byproduct left behind is pure water, unlike hydrocarbon fuels such as oil, coal and natural gas that emit carbon dioxide and other harmful pollutants into the atmosphere. However, naturally occurring elemental hydrogen is rare – so rare, in fact, that today about 95% of hydrogen is produced from steam reforming of natural gas (Source: US Department of Energy, Hydrogen Fuel Basics). This process is both economically and environmentally unsound.

The SunHydrogen solution offers an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Our core technology is a self-contained, nanoparticle-based hydrogen generator that mimics photosynthesis to split water molecules, resulting in hydrogen. By optimizing the science of water electrolysis at the nano-level, we believe we have developed a low-cost method to potentially produce environmentally friendly renewable hydrogen.

We believe renewable hydrogen has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the challenges that the hydrogen future presents, including cost of production and transportation.

Because our process only requires sunlight and water, our technology can be installed near the point of hydrogen use. This eliminates the need for pipelines and trucks that result in high carbon emissions and high capital investment. Additionally, because our process directly uses the electrical charges created by sunlight to generate hydrogen, our nanoparticle technology does not rely on grid power or require the costly power electronics that conventional electrolyzers do. Lastly, our planned scalable system configuration of many individual hydrogen-generating panels ensures redundancy, security and stability.

With a target cost of $2.50/kg., we aspire for our technology to be cost-competitive with brown hydrogen and below the cost of clean hydrogen competitors. We believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain mass market acceptance as a true replacement for fossil fuels.

Our technology is primarily developed at three laboratories – our independent laboratory in Coralville, Iowa, the SunHydrogen laboratory at the University of Iowa, and the Singh laboratory at University of Michigan. 

Additionally, in parallel to the ongoing development of our own technology, we are well-capitalized to begin pursuing synergistic strategic investments in the hydrogen space. SunHydrogen is committed to furthering renewable hydrogen technology to grow the hydrogen ecosystem, and we are actively pursuing opportunities for investment and acquisition of complimentary hydrogen technologies. We are fortunate to have the resources to maximize our impact in this fast-growing industry.

18

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Binomial valuation option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2024, the amounts reported for cash, investment in affiliate, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the three months ended March 31, 2024, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Pronouncements are disclosed in notes to the financial statements. 

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

Operating Expenses

Operating expenses for the three months ended March 31, 2024 were $1,831,859, compared to $1,276,438 for the three months ended March 31, 2023. The net change of $555,421 in operating expenses consisted primarily of an increase in salaries expense.

Other Income/(Expenses)

Other income and (expenses) for the three months ended March 31, 2024 were $(2,190,305), compared to $3,019,088 for the three months ended March 31, 2023. The decrease in other income of $5,209,393 was the result of a decrease in non-cash loss on change in derivative and unrealized gain in related party investments.

Net Income/(Loss)

For the three months ended March 31, 2024, our net loss was $(4,022,164), compared to net income of $1,742,650 for the three months ended March 31, 2023. The majority of the decrease in net income of $(5,764,814), was related primarily to the decrease in unrealized gain in related party investments and net change of derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

19

Results of Operations for the Nine months ended March 31, 2024 compared to Nine Months Ended March 31, 2023.

Operating Expenses

Operating expenses for the nine months ended March 31, 2024 were $4,095,472, compared to $6,977,092 for the nine months ended March 31,2023. The net decrease of $2,881,620 in operating expenses consisted primarily of a decrease in salary expenses.

Other Income/(Expenses)

Other income and (expenses) for the nine months ended March 31, 2024 were $(3,403,512), compared to $12,420,741, for the nine months ended March 31, 2023. The net increase in other expenses of $15,824,253 was the result of a decrease in non-cash net change in derivatives.

Net Income/(Loss)

For the nine months ended March 31, 2024, our net loss was $(7,498,984), compared to net income of $5,443,649, for the nine months ended March 31, 2023. The majority of the decrease in net income of $12,942,633 was related primarily to the decrease in unrealized gain in related party investments, and a non-cash gain in change in derivative. Company has not generated any revenues.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. 

As of March 31, 2024, we had working capital of $41,753,962, compared to $47,689,381 as of June 30, 2023. This decrease in working capital of $5,935,419 was primarily due to a decrease in marketable securities and fair market value of short term investment.

Cash used in operating activities was $1,770,631 for the nine months ended March 31, 2024, compared to $3,346,769 for the nine months ended March 31, 2023. The net decrease of $1,576,138 in cash used in operating activities was due to a decrease in salary expense. The Company has had no revenues.

Cash provided by investing activities during the nine months ended March 31, 2024 and March 31, 2023 was $3,000,000 and $3,934,306, respectively. The net decrease of $934,306 in cash used in investing activities was due to a decrease in the purchase of marketable securities.

Cash provided by financing activities during the three months ended March 31, 2024 and March 31, 2023 was $800,407 and $1,863,618, respectively. The net decrease of $1,063,211 in cash provided by financing activities was due to a decrease in net proceeds from cash purchase agreements. 

Our ability to continue as a going concern is dependent upon raising capital through financing transactions and future revenue. Our capital needs have primarily been met from the proceeds of private placements and registered offerings of our securities, as we have not generated any revenues to date.

We have historically obtained funding from investors, through private placements and registered offerings of equity and debt securities. Management believes that the Company will be able to continue to raise funds through the sale of its securities to its existing shareholders and prospective new investors, which will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the Company to continue to develop its core business. There can be no assurance that we will be able to continue raising the required capital for our operations on terms and conditions that are acceptable to us, or at all. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease our operation.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, result of operations, liquidity or capital expenditures.

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change to our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to, nor is any of our property currently the subject of, any material legal proceeding.

Item 1A. Risk Factors.

There are no material changes from the risk factors previously disclosed in our annual report on Form 10-K filed with the SEC on September 29, 2023.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

Item 6. Exhibits.

Exhibit No.	Description
31.1*	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302*
32.1**	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350**
101*	Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith

** Furnished herewith

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 21, 2024	SUNHYDROGEN, INC.
	By:	/s/ Timothy Young
		Timothy Young Chief Executive Officer and Acting Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

23

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Timothy Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunHydrogen, Inc. for the fiscal quarter ended March 31, 2024;

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(f) and 15d – 15(f)) for the registrant and have:

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

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

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

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

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

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

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

Date: May 21, 2024

/s/ Timothy Young

Timothy Young

Chief Executive Officer & Acting Chief Financial Officer

(Principal Executive and Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SunHydrogen, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2024 as filed with the Securities and Exchange Commission the date hereof (the “Report”), I, Timothy Young, Chief Executive Officer & Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 21, 2024	/s/ Timothy Young
	Timothy Young
	Chief Executive Officer & Acting Chief Financial Officer
	(Principal Executive and Financial Officer)

XML

Cover - shares	9 Months Ended
	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	SUNHYDROGEN, INC.
Entity Central Index Key	0001481028
Entity File Number	000-54437
Entity Tax Identification Number	26-4298300
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--06-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	BioVentures Center
Entity Address, Address Line Two	2500 Crosspark Road
Entity Address, City or Town	Coralville
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52241
Entity Phone Fax Numbers [Line Items]
City Area Code	(805)
Local Phone Number	966-6566
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,087,245,974

XML

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Jun. 30, 2023
CURRENT ASSETS
Cash and cash equivalent	$ 39,215,765	$ 37,185,989
Marketable securities at cost		3,188,040
Interest receivable	56,921
TOTAL CURRENT ASSETS	42,248,878	48,029,630
INVESTMENT
TOTAL INVESTMENTS	3,000,000	3,000,000
PROPERTY & EQUIPMENT
Machinery and equipment	33,814	33,814
Computers and peripherals	11,529	11,529
Vehicle	155,000	155,000
Gross property and equipment	200,343	200,343
Less: accumulated depreciation	(110,592)	(83,468)
NET PROPERTY AND EQUIPMENT	89,751	116,875
INTANGIBLE ASSETS
TOTAL INTANGIBLE ASSETS	60,218	65,256
TOTAL OTHER ASSETS	3,149,969	3,182,131
TOTAL ASSETS	45,398,847	51,211,761
CURRENT LIABILITIES
Accounts payable and other payables	382,745	232,893
Accrued expenses	56,436	628
TOTAL CURRENT LIABILITIES	494,916	340,249
LONG TERM LIABILITIES
TOTAL LONG TERM LIABILITIES	9,206	36,731
TOTAL LIABILITIES	504,122	376,980
COMMIMENTS AND CONTINGENCIES (SEE NOTE 9)
Series C 10% Preferred Stock, 8,851 and 10,951 shares issued and outstanding, redeemable value of $885,100 and $1,095,100, respectively	885,100	1,095,100
SHAREHOLDERS’ EQUITY
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares outstanding
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,087,245,974 and 4,821,298,283 shares issued and outstanding, respectively	5,087,246	4,821,298
Additional Paid in Capital	128,392,402	126,889,423
Accumulated deficit	(89,470,023)	(81,971,040)
TOTAL SHAREHOLDERS’ EQUITY	44,009,625	49,739,681
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	45,398,847	51,211,761
Related Party
CURRENT ASSETS
Short term investment at fair value, related party	2,976,192	7,655,601
INVESTMENT
Convertible notes receivable, related party	3,000,000	3,000,000
CURRENT LIABILITIES
Loan payable, related party	55,735	106,728
LONG TERM LIABILITIES
Loan payable, related party	9,206	36,731
Domain
INTANGIBLE ASSETS
Intangible assets, gross		29
Trademark
INTANGIBLE ASSETS
Intangible assets, gross	343	428
Patents
INTANGIBLE ASSETS
Intangible assets, gross	$ 59,875	$ 64,799

XML

Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, share authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	5,087,245,974	4,821,298,283
Common stock, shares outstanding	5,087,245,974	4,821,298,283
Series C Preferred Stock
Preferred stock, percentage	10.00%	10.00%
Preferred stock, shares issued	8,851	10,951
Preferred stock, shares outstanding	8,851	10,951
Preferred stock, redeemable value (in Dollars)	$ 885,100	$ 1,095,100
Domain
Net of amortization (in Dollars)	5,315	5,286
Trademark
Net of amortization (in Dollars)	800	714
Patents
Net of amortization (in Dollars)	$ 41,268	$ 36,344

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
Selling and Marketing	554		44,554	87,745
General and administrative expenses	1,070,340	500,455	2,072,845	4,011,604
Research and development cost	750,583	764,919	1,945,910	2,845,239
Depreciation and amortization	10,382	11,064	32,162	32,504
TOTAL OPERATING EXPENSES	1,831,859	1,276,438	4,095,471	6,977,092
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)	(1,831,859)	(1,276,438)	(4,095,471)	(6,977,092)
OTHER INCOME/(EXPENSES)
Investment income	520,319	507,991	1,480,912	951,646
Dividend expense	(18,362)	(6,750)	(61,882)	(20,250)
Unrealized Gain(loss) on investments, related party	(2,740,574)	(3,451,984)	(4,679,409)	4,668,652
Realized gain (loss)	14,916	(24,617)	(173,124)	(24,617)
Realized Gain(Loss) on redemption of marketable securties	35,080	(104,035)	35,080	(149,962)
Gain (Loss) on change in derivative liability		6,118,044		7,059,883
Interest expense	(1,684)	(19,561)	(5,089)	(64,611)
TOTAL OTHER INCOME (EXPENSES)	(2,190,305)	3,019,088	(3,403,512)	12,420,741
NET INCOME (LOSS)	$ (4,022,164)	$ 1,742,650	$ (7,498,983)	$ 5,443,649
BASIC EARNINGS (LOSS) PER SHARE (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
DILUTED EARINGINS (LOSS) PER SHARE (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC (in Shares)	5,094,214,845	4,542,170,528	5,008,173,456	4,397,662,987
DILUTED (in Shares)	5,094,214,845	5,536,927,470	5,008,173,456	5,392,419,929

XML

Condensed Statements of Shareholders’ Equity/(Deficit) - USD ($)	Preferred Stock	Mezzanine	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2022		$ 270,000	$ 4,271,749	$ 103,311,733	$ (82,946,019)	$ 24,637,463
Balance (in Shares) at Jun. 30, 2022			4,271,749,146
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 81,130	1,824,920		1,906,050
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			81,130,461
Issuance of common stock for conversion of debt and acrued interest			$ 274,199	(13,710)		260,489
Issuance of common stock for conversion of debt and acrued interest (in Shares)			274,198,530
Issuance of common stock for the conversion of stock options			$ 1,934	30,941		32,875
Issuance of common stock for the conversion of stock options (in Shares)			1,933,852
Stock compensation for conversion of restricted stock awards				2,365,200		2,365,200
Stock compensation expense				99,887		99,887
Net income (loss)					5,443,649	5,443,649
Balance at Mar. 31, 2023		270,000	$ 4,629,012	107,618,971	(77,502,370)	34,745,613
Balance (in Shares) at Mar. 31, 2023			4,629,011,989
Balance at Dec. 31, 2022		540,000	$ 4,449,998	107,063,659	(79,245,024)	32,268,633
Balance (in Shares) at Dec. 31, 2022			4,449,997,804
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 24,815	463,135		487,950
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			24,815,655
Issuance of common stock for conversion of debt and acrued interest			$ 154,199	(7,710)		146,489
Issuance of common stock for conversion of debt and acrued interest (in Shares)			154,198,530
Stock compensation expense				99,887		99,887
Adjustment due to rounding					4	4
Net income (loss)					1,742,650	1,742,650
Balance at Mar. 31, 2023		270,000	$ 4,629,012	107,618,971	(77,502,370)	34,745,613
Balance (in Shares) at Mar. 31, 2023			4,629,011,989
Balance at Jun. 30, 2023		1,095,100	$ 4,821,298	126,889,423	(81,971,040)	49,739,681
Balance (in Shares) at Jun. 30, 2023			4,821,298,283
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 86,395	792,530		878,925
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			86,395,059
Issuance of common stock upon conversion of Series C Preferred stock		(210,000)	$ 221,053	(11,053)		210,000
Issuance of common stock upon conversion of Series C Preferred stock (in Shares)			221,052,632
Issuance of common stock for the conversion of stock options						100
Cancellation of restricted stock awards			$ (41,500)	(576,500)		(618,000)
Cancellation of restricted stock awards (in Shares)			(41,500,000)
Stock compensation expense				1,298,002		1,298,002
Net income (loss)					(7,498,983)	(7,498,983)
Balance at Mar. 31, 2024		885,100	$ 5,087,246	128,392,402	(89,470,023)	44,009,625
Balance (in Shares) at Mar. 31, 2024			5,087,245,974
Balance at Dec. 31, 2023		885,100	$ 5,092,815	127,509,819	(85,447,859)	47,154,775
Balance (in Shares) at Dec. 31, 2023			5,092,814,633
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 35,931	306,044		341,975
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			35,931,341
Cancellation of restricted stock awards			$ (41,500)	(576,500)		(618,000)
Cancellation of restricted stock awards (in Shares)			(41,500,000)
Stock compensation expense				1,153,039		1,153,039
Net income (loss)					(4,022,164)	(4,022,164)
Balance at Mar. 31, 2024		$ 885,100	$ 5,087,246	$ 128,392,402	$ (89,470,023)	$ 44,009,625
Balance (in Shares) at Mar. 31, 2024			5,087,245,974

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (7,498,983)	$ 5,443,649
Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities
Depreciation & amortization expense	32,162	32,504
Conversion of stock options for services		32,875
Stock based compensation expense for services	1,298,002	99,887
Cancellation of restricted stock awards	(618,000)
Realized loss on sale of investment	188,040
Net stock compensation expense for conversion of restricted stock awards		2,365,200
Loss on redemption of marketable securities		149,962
Net (Gain) Loss on change in derivative liability		(7,059,883)
Unrealized gain on change in fair value of investment, related party	4,679,409	(4,668,652)
Change in assets and liabilities :
Prepaid expense		17,394
Interest receivable on bonds	(56,921)
Accounts payable	149,852	179,071
Accrued expenses	55,808	639
Accrued interest on convertible notes		60,585
NET CASH USED IN OPERATING ACTIVITIES	(1,770,631)	(3,346,769)
CASH FLOWS FROM INVESTING ACTIVITIES
Marketable securities purchased	(253,920,231)	(6,475,678)
Marketable securities redeemed	235,384,616	20,443,798
Marketable securities transferred to new account	18,535,615
Purchase of certificate of deposit	(5,000,000)
Redemption of certificate of deposit	5,000,000
Purchase of investment, related party		(7,000,000)
Purchase of long term convertible note, related party		(3,000,000)
Redemption of short term investments in corporate securities	3,000,000
Purchase of tangible assets		(33,814)
NET PROVIDED BY INVESTING ACTIVITIES:	3,000,000	3,934,306
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party note payable	(78,518)	(42,432)
Net proceeds from purchase agreements	878,925	1,906,050
NET CASH PROVIDED BY FINANCING ACTIVITIES	800,407	1,863,618
NET INCREASE IN CASH	2,029,776	2,451,155
CASH, BEGINNING OF PERIOD	37,185,989	27,681,485
CASH, END OF PERIOD	39,215,765	30,132,640
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	5,089	19,561
Taxes paid
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Fair value of common stock upon conversion of convertible notes, and accrued interest		260,489
Fair value of stock options issued through a cashless exercise		32,875
Reclassification of related party accrued salary to loan payable		211,750
Conversion of Series C Preferred shares to common stock	210,000
Cancellation of restricted stock units	$ (618,000)

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Basis of Presentation

9 Months Ended

Mar. 31, 2024

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended June 30, 2024. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended June 30, 2023.

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Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of March 31, 2024, the cash balance in excess of the FDIC limits was $34,893,596. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Marketable Securities

Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The investments are generally valued using quoted prices and are classified in Level 2 of the fair value hierarchy as prices are not always from active markets. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Property and Equipment

Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.

Computers and peripheral equipment	5 Years
Vehicle	5 Years

The Company recognized depreciation expense of $27,124 and $27,229 for the nine months ended March 31, 2024 and 2023, respectively. 

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			6/30/2023
Domain-gross	15 years	$	5,315		$	5,315
Less accumulated amortization			(5,315	)		(5,286	)
Domain-net		$	-		$	29
Trademark-gross	10 years	$	1,143		$	1,143
Less accumulated amortization			(800	)		(714	)
Domain-net		$	343		$	428
Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(41,268	)		(36,344	)
Patents-net		$	59,875		$	64,799

The Company recognized amortization expense of $5,038 and $7,033 for the nine months ended March 31, 2024 and December 31, 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the nine months ended March 31, 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4). 

Nine months ended March 31, 2024

The Company calculated the dilutive impact of 269,894,499 outstanding stock options and awards, 86,495,239 common stock purchase warrant, and 8,851 shares of Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, Series C Preferred shares were not included, in the calculation of net earnings per share, because their impact on income per share is antidilutive.

Nine months ended March 31, 2023

The Company calculated the dilutive impact of 209,394,499 outstanding stock options, 94,895,239 common stock purchase warrants, and the convertible debt and accrued interest of $819,359, which is convertible into shares of common stock. The common stock purchase warrants, stock options, and convertible debt and accrued interest, were included in the calculation of net earnings per share, because their impact on income per share is dilutive.

	Nine Months Ended
	March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(7,498,982	)	$	5,443,649
Basic weighted average number of common shares outstanding (Denominator)		5,008,173,456			4,397,662,987
Diluted weighted average number of common shares outstanding (Denominator)		5,008,173,456			5,392,419,929

Stock Based Compensation

The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

Warrant Accounting 

The Company accounts for the warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of March 31, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

Reclassification of Expenses

Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 fianancial statements. There was no material effect on the Company’s previously issued financial statements.

These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 6):

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents at March 31, 2024	$	39,215,765	$	39,215,765	$	-	$	-
Marketable securities measured at fair value March 31, 2024	$	2,976,192	$	-	$	2,976,192	$	-
	$	42,191,957	$	39,215,765	$	2,976,192	$	-
Cash and cash equivalents at June 30, 2023	$	37,185,989	$	37,185,989	$	-	$	-
Marketable securities measured at fair value June 30, 2023	$	10,843,641	$	-	$	10,843,641	$	-
	$	48,029,630	$	37,185,989	$	10,843,641	$	-
Liabilities:		-		-		-		-

As of March 31, 2024, the Company had no derivative liabilities for which Level 3 inputs were reported.

Research and Development

Research and development costs are expensed as incurred.  Total research and development costs were $1,945,910 and $2,845,239 for the nine months ended March 31, 2024 and 2023, respectively.

Advertising and Marketing

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $44,554 and $87,745 for the nine months ended March 31, 2024 and 2023, respectively.

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements as of March 31, 2024.

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Preferred Stock

9 Months Ended

Mar. 31, 2024

Preferred Stock [Abstract]

PREFERRED STOCK

3. PREFERRED STOCK

Series C Preferred Stock

On December 15, 2021, the Company filed a certificate of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating 17,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095. The Series C Preferred Stockholders are entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares or pays a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as-if-converted basis. The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law.

On December 15, 2021, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was $187,800 of principal remaining under the note issued to the investor by the Company on February 3, 2017, plus $80,365 of accrued interest, representing a total aggregate note balance of $268,165. Pursuant to the purchase agreement, the Company sold to the investor 2,700 shares of the Company’s newly designated Series C Preferred Stock for a total purchase price of $268,165, and a loss on settlement of debt of $1,835. On April 15, 2023, the Company entered into another securities purchase agreement with the investor to exchange the remaining notes with principal of $550,000, plus accrued interest of $126,455, representing a total aggregate note balance of $676,455, and a loss on settlement of debt of $45. Pursuant to the purchase agreement, the Company sold 6,765 shares of the Company’s Series C Preferred Stock to the investor, for a total purchase price of $676,455. The investor tendered the Note to the Company for cancellation and agreed to forgo all future accrued interest under the Note, as the total purchase price for the shares. As of June 30, 2023, the Company had a total of 9,465 shares of Series C Preferred Stock outstanding with a fair value of $946,500, and a stated value of one hundred dollars ($100) (“share value’) per share, convertible into shares of common stock of the Company. The stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share. During the three months ended September 30, 2023, the investor converted 2,100 preferred shares with a face value of $210,000, at a conversion price of $0.00095. The preferred shares were converted into 221,052,632, no gain or loss was recognized in the financial statements. As of March 31, 2024, 7,365 of such shares of Series C Preferred Stock outstanding.

On June 19, 2023, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was an aggregate of $100,000 of principal outstanding under the Note issued to the investor by the Company on August 10, 2018, plus $48,603 of accrued interest, representing a total aggregate note balance of $148,603. Pursuant to the Purchase Agreement, the Company issued and sold to the investor 1,486 shares of the Company’s Series C Preferred Stock for a total purchase price of $148,603, and a gain on settlement of debt of $3. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares. As of March 31, 2024, 1,486 of such shares of Series C Preferred Stock were outstanding.

As of March 31, 2024, the Company had an aggregate total of 8,851 shares of Series C Preferred Stock outstanding with a fair value of $885,100, and a stated value of one hundred dollars ($100) (“share value’) per share, convertible into shares of common stock of the Company. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share.

During the fiscal year ended June 30, 2023, the Company entered into a purchase agreement with investors for an exchange of convertible debt into equity. The investors exchanged convertible notes in the amount of $837,800, plus interest in the amount of $255,423, and an aggregate loss of $1,877 for an aggregate total of $1,095,100 in exchange for 10,951 shares of the Company’s Series C Preferred Stock. The extinguishment of the convertible debt and derivative was recognized in the Company’s financial statement as a loss on settlement of convertible notes and derivative liability in the amount of $664,627. A valuation was prepared based on a stock price of $0.020 as of April 15, 2023 and $0.0185 as of June 19, 2023, with a volatility of 96.6%, as of April 15, 2023 and 82.9% as of June 19, 2023 based on an estimated term of 5 years.

The stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control.

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Common Stock

9 Months Ended

Mar. 31, 2024

Common Stock [Abstract]

COMMON STOCK

4. COMMON STOCK

On January 27, 2022, the holder of the majority of the voting power of the shareholders of the Company, and the Company’s chief executive officer, approved by written consent (i) an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common stock from 5,000,000,000 to 10,000,000,000, (ii) an amendment to the Company’s articles of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-100 and not more than 1-for-500 at any time prior to the one year anniversary of filing the definitive information statement with respect to the reverse split, with the board of directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the board in its discretion, and (iii) the adoption of the Company’s 2022 Equity Incentive Plan. Shareholder approval for such actions became effective 20 days after the definitive information statement relating to such actions was mailed to shareholders.

Nine months ended March 31, 2024

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up top $45,000,000 of shares of common stock. For the nine months ended March 31, 2024, the Company issued 86,395,059 shares of common stock for $900,000 under a purchase agreement at prices of $0.00944 - $0.0132, pursuant to the purchase notices received from the investor. The finance cost of $21,075 was deducted from the gross proceeds.

Nine months ended March 31, 2023

During the nine months ended March 31, 2023, the Company issued 274,198,530 shares of common stock upon conversion of convertible notes in the amount of $177,500 of principal, plus accrued interest of $82,989 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for a total of $45,000,000 to purchase shares of common stock. During the nine months ended March 31, 2023, the Company issued 81,130,461 shares of common stock for $1,950,000 under a purchase agreement at prices of $0.01968 - $0.02608, pursuant to the purchase notices received from the investor. The finance cost of $43,950 was deducted from the gross proceeds converted, with net proceeds of $1,906,050.

During the nine months ended March 31, 2023, a consultant exercised 3,071,412 nonqualified stock options with an exercise price of $0.01 and a market price of $0.027 per share. Upon exercise of the stock options, the Company issued 1,933,852 shares of common stock through a cashless exercise at the price of $0.017 per share for compensation expense of $32,875.

During the nine months ended March 31, 2023, two employees were granted 150,000,000 restricted stock awards for services, which vested immediately. The Company withheld 62,400,000 shares at a price of $0.027 to pay for the taxes owed by the employees in the amount of $1,684,800, and the remaining 87,600,000 shares priced at $0.027 per share in the amount of $2,365,200 in stock compensation was reported in the financial statements.

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Restricted Stock Units

9 Months Ended

Mar. 31, 2024

Restricted Stock Units [Abstract]

RESTRICTED STOCK UNITS

5. RESTRICTED STOCK UNITS

On March 30, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders to grant an employee a restricted stock units in consideration of services to be rendered to the Company. The Board granted 21,500,000 shares of restricted stock units, which vested on March 30, 2023. Under the 2019 Equity Incentive Plan, an employee was granted 21,500,000 restricted stock units at a price of $0.025 per share for services, which vested on March 30, 2023. The stock units of 21,500,000 were cancelled at a unit price of $0.012 in the amount of $258,000, which was netted against the stock compensation expense during the period.

On December 20, 2022 and January 1, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders, to grant certain employees, a director, and a consultant restricted stock units in consideration of services to be rendered to the Company. The Board granted 33,000,000 shares of restricted stock units under the 2022 Equity Incentive Plan, whereby, 23,000,000 shares vested on January 1, 2023 and 10,000,000 shares, which were to vest on January 1, 2024, but were not granted. During the period ended March 31, 2024, the Company cancelled 20,000,000 of the stock units at a price of $0.012 in the amount of $240,000, which was netted against the stock compensation expense during the period. The remaining 10,000,000 units were to vest on January 1, 2024 were not granted. As of March 31, 2024, there remained a balance of 3,000,000 stock units, with an exercise price of $0.025.

The total stock units cancelled consisted of 21,500,000 units for the 2019 Equity Incentive Plan and 20,000,000 units for the 2022 Equity Incentive Plan for an aggregate total of 41,500,000, The price per stock unit was $0.025.As of March 31, 2024, the Company recorded stock compensation expense of $125,000.

The fair value of the cancellation of the units was $618,000 for the 41,500,000 stock units.

	3/31/2024					3/31/2023
				Weighted				Weighted
	Number			average		Number		average
	Of			exercise		Of		exercise
	Units			price		Units		price
Outstanding, beginning of period		54,500,000		$	0.025		-	$	-
Granted		-			-		54,500,000	$	0.025
Stock units not granted		(10,000,000	)		-		-		-
Cancellation of units		(41,500,000	)	$	0.025		-		-
Outstanding, end of period		3,000,000		$	0.025		54,500,000	$	0.025
Exercisable at the end of period		3,000,000		$	0.025		54,500,000	$	0.025

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Stock Options and Warrants

9 Months Ended

Mar. 31, 2024

Options and Warrants [Abstract]

STOCK OPTIONS AND WARRANTS

6. STOCK OPTIONS AND WARRANTS

The Company accounts for stock options ..granted to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

2019 Equity Stock Incentive Plan

On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost.

2022 Equity Stock Incentive Plan

On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

As of July 1, 2023, the 2022 Equity Incentive Plan increased by 15% to 723,194,742 shares, based on the Company’s fully diluted capitalization on leaving a reserve of 660,194,742 as of March 31, 2024.

During the period ended March 31, 2024, the Company granted 103,000,000 stock options at an exercise price of $0.012 per share, which vested immediately on January 30, 2024. As of March 31, 2024, 266,394,499 stock options were outstanding, and the Company recognized stock compensation expense of $1,173,002.

A summary of the Company’s stock option activity and related information follows:

	3/31/2024				3/31/2023
			Weighted					Weighted
	Number		average		Number			average
	Of		exercise		Of			exercise
	Options		price		Options			price
Outstanding, beginning of period		163,394,499	$	0.0095		157,965,711		$	0.0089
Granted		103,000,000	$	0.012		-			-
Exercised		-				-			-
Redemption of options		-				(3,071,212	)	$	(0.01	)
Outstanding, end of period		266,394,499	$	0.0107		154,894,499		$	0.0124
Exercisable at the end of period		263,144,499	$	0.0105		154,394,499		$	0.0124

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows: 

3/31/2024								3/31/2023
Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.016		9,000,000		5,250,000		2.17		-		-		-		-
$	0.012		103,000,000		103,000,000		5.84		-		-		-		-
$	0.0097		6,000,000		6,000,000		1.84	$	0.0097		6,000,000		6,000,000		1.84
$	0.0099		138,894,499		138,894,499		1.82	$	0.0099		138,894,499		138,894,499		2.82
$	0.0060		10,000,000		10,000,000		2.31	$	0.0060		10,000,000		10,000,000		3.31
			266,894,499		263,144,499						154,894,499		154,894,499

WARRANTS

During the nine months ended March 31, 2024, 8,400,000 common stock purchase warrants expired leaving an aggregate of 78,095,239 common stock purchase warrants outstanding, with exercise prices ranging from $0.12 - $0.13125 per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The derivative liability calculated on all warrants outstanding as of the nine months ended March 31, 2024, was removed with the exchange of the convertible notes and accrued interest for preferred shares. The warrants can be exercised over a period of three (3) years.

A summary of the Company’s warrant activity and related information follows for the nine months ended March 31, 2024

	3/31/2024
				Weighted
				average
	Number of			exercise
	Warrants			price
Outstanding, beginning of period		86,495,239		$	0.12
Granted		-			-
Exercised		-			-
Forfeited/Expired		(8,400,000	)	$	(0.0938	)
Outstanding, end of period		78,095,239		$	0.12
Exercisable at the end of period		78,095,239		$	0.12

The weighted average remaining contractual life of warrants outstanding as of March 31, 2024 was as follows: 

3/31/2024						Weighted Average
Exercise Price		Warrants Outstanding		Warrants Exercisable		Remaining Contractual Life (years)
$	0.13125		6,666,667		6,666,667		1.90
$	0.12		71,428,572		71,428,572		1.92
			78,095,239		78,095,239

At March 31, 2024, the aggregate intrinsic value of the warrants outstanding was $0.

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Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party

9 Months Ended

Mar. 31, 2024

Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party [Abstract]

CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES, AND EQUITY INVESTMENT, RELATED PARTY

7. CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES, AND EQUITY INVESTMENT, RELATED PARTY

As of March 31, 2024, the Company invested in marketable securities, which have been recognized in the financial statements at cost. The related party, short-term investment is recognized in the financial statements at fair value.

As of March 31, 2024, the components of the Company’s cash, cash equivalents, and short -term investments are summarized as follows:

	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities
Cash	$	30,623,941	$	-	$	-		$	-	$	30,623,941		-
Subtotal		30,623,941		-		-			-		30,623,941		-
Level 1
U.S. Treasury bills		8,591,824		-		-			-		8,591,824		-
Subtotal		8,591,824		-		-			-		8,591,824		-
Level 2
Teco Investment, related party		7,000,000				(4,023,808	)		2,976,192		-		2,976,192
Subtotal		7,000,000		-		(4,023,808	)		2,976,192		-		2,976,192
Total	$	46,215,765	$	-	$	(4,023,808	)	$	2,976,192	$	39,215,765	$	2,976,192

The Company has invested in marketable securities, which mature within ninety days from date of purchase, and are held to maturity. The current trading prices or fair market value of the securities vary, and we believe any decline in fair value is temporary. All securities are current and not in default.

During the nine months ended March 31, 2024, the Company recognized interest income pertaining to the investments of $1,073,293 in the financial statements, which is recorded as part of investment income in the statement of operations.

The Company over the past year has considered many companies in the hydrogen space for strategic investments, and believed that TECO 2030 ASA (TECO)’s fuel cell technology, designed with their development partner AVL, has shown incredible potential to become a key player in the fuel cell market. On November 11, 2022, the Company entered into a subscription agreement with TECO a public limited company incorporated in Norway. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for an aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094. The stocks purchased are adjusted to fair value based on unrealized gain or loss at the end of each period. The Company has an 8.3% interest as a shareholder of TECO. The CEO is also a director of TECO, which makes this a related party.

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Equity Investment in Securities -Related Party and Bond Receivable -Related Party

9 Months Ended

Mar. 31, 2024

Equity Investment in Securities -Related Party and Bond Receivable -Related Party [Abstract]

EQUITY INVESTMENT IN SECURITIES -RELATED PARTY AND BOND RECEIVABLE -RELATED PARTY

8. EQUITY INVESTMENT IN SECURITIES -RELATED PARTY AND BOND RECEIVABLE -RELATED PARTY

The Company purchased a bond receivable of TECO for a subscription amount of $3 million in USD. The issuance of the bond receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The bond receivable matures on June 1, 2025, and bears interest at the rate of 8% per annum paid quarterly in arrears and are convertible into shares of TECO at a rate of NOK 5.0868 per share. For the nine months ended March 31, 2024, the Company recognized interest income of $171,573 in the financial statements. All interest income has been paid timely each quarter.

The CEO of the Company is a director of TECO, which makes this a related party relationship.

	Cost Basis		Unrealized Gain 6/30/2023		Unrealized Loss 3/31/2024			Fair Value 3/31/2024
Short term equity investments at fair value, related party	$	7,000,000	$	655,601	$	(4,679,409	)	$	2,976,192

During the nine months ended March 31, 2024, the Company recognized an unrealized loss of $(4,679,409) in the financial statements.

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Short Term Investments

9 Months Ended

Mar. 31, 2024

Short Term Investments [Abstract]

SHORT TERM INVESTMENTS

9. SHORT TERM INVESTMENTS

On September 12, 2023, the Company invested in a $5,000,0000 certificate of deposit (CD), which matured on March 12, 2024. CDs should be reported as part of cash and cash equivalents at cost plus accrued interest if less than 90 days from the purchase date, and on its own line in the financial statements if the purchase is greater than 90 days. The CD has been classified as a short term investment due to the length of time to maturity at acquisition and is measured using Level 2. The Company recognized interest income of $171,573 in the financial statements as of March 31, 2024.

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Commitments and Contingencies

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Effective October 1, 2022, the Company extended its research agreement with the University of Iowa through March 31, 2024. As consideration under the research agreement, the University of Iowa will receive a maximum of $343,984 from the Company in four equal installments of $85,996. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other. As of March 31, 2024, the contract was paid in full.

Effective October 1, 2022, the Company extended its research agreement with the University of Michigan through March 31, 2024. As consideration under the research agreement, the University of Michigan will receive a maximum of $298,194, from the Company in four equal installments of $74,549. In the event of early termination by the Sponsor, the Sponsor will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of March 31, 2024, there remains a balance of $149,098 per the agreement.

The Company rented lab space with the University of Iowa as of February 2022. The monthly rent was $1,468, plus an additional $500 for the rental of a lab on a month-to-month basis and is cancellable with a thirty (30) day notice. On July 1, 2022, the Company increased the space needed for its’ lab work for a monthly rental of $5,468 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.

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Related Party

9 Months Ended

Mar. 31, 2024

Related Party [Abstract]

RELATED PARTY

11. RELATED PARTY

Shareholders Loan

As of March 31, 2024, the Company reported an accrual associated with the CEO’s prior years’ salary in the amount of $211,750 for the current year, which is recorded in related party accrued expenses. The Company began accruing the salary in 2011 and used the funds for operating expenses. During the period ended December 31, 2022, the accrued salary was reclassified as a loan from the CEO, with an interest rate of five percent (5%). The loan will be repaid with monthly payments of $9,290, including interest and principal over a two-year period. As of March 31, 2024, the principal balance remaining on the loan was $64,941, and interest paid during the nine months ended March 31, 2024 was $5,090.

Other Related Party Activity

As discussed in Note 8, the Company purchased an interest in a company that the CEO became a director of subsequent to the purchase.

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Subsequent Events

9 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had no subsequent events to report.

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Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,022,164)	$ 1,742,650	$ (7,498,983)	$ 5,443,649

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
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

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Accounting Policies, by Policy (Policies)

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Cash and Cash Equivalent

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration risk

Concentration risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of March 31, 2024, the cash balance in excess of the FDIC limits was $34,893,596. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Marketable Securities

Marketable Securities

Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The investments are generally valued using quoted prices and are classified in Level 2 of the fair value hierarchy as prices are not always from active markets. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.

Use of Estimates

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.

Computers and peripheral equipment	5 Years
Vehicle	5 Years

The Company recognized depreciation expense of $27,124 and $27,229 for the nine months ended March 31, 2024 and 2023, respectively. 

Intangible Assets

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			6/30/2023
Domain-gross	15 years	$	5,315		$	5,315
Less accumulated amortization			(5,315	)		(5,286	)
Domain-net		$	-		$	29
Trademark-gross	10 years	$	1,143		$	1,143
Less accumulated amortization			(800	)		(714	)
Domain-net		$	343		$	428
Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(41,268	)		(36,344	)
Patents-net		$	59,875		$	64,799

The Company recognized amortization expense of $5,038 and $7,033 for the nine months ended March 31, 2024 and December 31, 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the nine months ended March 31, 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4). 

Nine months ended March 31, 2024

The Company calculated the dilutive impact of 269,894,499 outstanding stock options and awards, 86,495,239 common stock purchase warrant, and 8,851 shares of Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, Series C Preferred shares were not included, in the calculation of net earnings per share, because their impact on income per share is antidilutive.

Nine months ended March 31, 2023

The Company calculated the dilutive impact of 209,394,499 outstanding stock options, 94,895,239 common stock purchase warrants, and the convertible debt and accrued interest of $819,359, which is convertible into shares of common stock. The common stock purchase warrants, stock options, and convertible debt and accrued interest, were included in the calculation of net earnings per share, because their impact on income per share is dilutive.

	Nine Months Ended
	March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(7,498,982	)	$	5,443,649
Basic weighted average number of common shares outstanding (Denominator)		5,008,173,456			4,397,662,987
Diluted weighted average number of common shares outstanding (Denominator)		5,008,173,456			5,392,419,929

Stock Based Compensation

Stock Based Compensation

The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

Warrant Accounting

Warrant Accounting 

The Company accounts for the warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of March 31, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

Reclassification of Expenses

Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 fianancial statements. There was no material effect on the Company’s previously issued financial statements.

These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 6):

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents at March 31, 2024	$	39,215,765	$	39,215,765	$	-	$	-
Marketable securities measured at fair value March 31, 2024	$	2,976,192	$	-	$	2,976,192	$	-
	$	42,191,957	$	39,215,765	$	2,976,192	$	-
Cash and cash equivalents at June 30, 2023	$	37,185,989	$	37,185,989	$	-	$	-
Marketable securities measured at fair value June 30, 2023	$	10,843,641	$	-	$	10,843,641	$	-
	$	48,029,630	$	37,185,989	$	10,843,641	$	-
Liabilities:		-		-		-		-

As of March 31, 2024, the Company had no derivative liabilities for which Level 3 inputs were reported.

Research and Development

Research and Development

Research and development costs are expensed as incurred.  Total research and development costs were $1,945,910 and $2,845,239 for the nine months ended March 31, 2024 and 2023, respectively.

Advertising and Marketing

Advertising and Marketing

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $44,554 and $87,745 for the nine months ended March 31, 2024 and 2023, respectively.

Accounting for Derivatives

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements as of March 31, 2024.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives

Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.

Computers and peripheral equipment	5 Years
Vehicle	5 Years

Schedule of Intangible Assets that Have Finite Useful Lives

Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			6/30/2023
Domain-gross	15 years	$	5,315		$	5,315
Less accumulated amortization			(5,315	)		(5,286	)
Domain-net		$	-		$	29
Trademark-gross	10 years	$	1,143		$	1,143
Less accumulated amortization			(800	)		(714	)
Domain-net		$	343		$	428
Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(41,268	)		(36,344	)
Patents-net		$	59,875		$	64,799

Schedule of Common Stock Purchase Warrants

he common stock purchase warrants, stock options, and convertible debt and accrued interest, were included in the calculation of net earnings per share, because their impact on income per share is dilutive.

	Nine Months Ended
	March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(7,498,982	)	$	5,443,649
Basic weighted average number of common shares outstanding (Denominator)		5,008,173,456			4,397,662,987
Diluted weighted average number of common shares outstanding (Denominator)		5,008,173,456			5,392,419,929

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 6):

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents at March 31, 2024	$	39,215,765	$	39,215,765	$	-	$	-
Marketable securities measured at fair value March 31, 2024	$	2,976,192	$	-	$	2,976,192	$	-
	$	42,191,957	$	39,215,765	$	2,976,192	$	-
Cash and cash equivalents at June 30, 2023	$	37,185,989	$	37,185,989	$	-	$	-
Marketable securities measured at fair value June 30, 2023	$	10,843,641	$	-	$	10,843,641	$	-
	$	48,029,630	$	37,185,989	$	10,843,641	$	-
Liabilities:		-		-		-		-

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Restricted Stock Units (Tables)

9 Months Ended

Mar. 31, 2024

Restricted Stock Units [Abstract]

Schedule of Recognized in the Financial Statement

The fair value of the cancellation of the units was $618,000 for the 41,500,000 stock units.

	3/31/2024					3/31/2023
				Weighted				Weighted
	Number			average		Number		average
	Of			exercise		Of		exercise
	Units			price		Units		price
Outstanding, beginning of period		54,500,000		$	0.025		-	$	-
Granted		-			-		54,500,000	$	0.025
Stock units not granted		(10,000,000	)		-		-		-
Cancellation of units		(41,500,000	)	$	0.025		-		-
Outstanding, end of period		3,000,000		$	0.025		54,500,000	$	0.025
Exercisable at the end of period		3,000,000		$	0.025		54,500,000	$	0.025

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Stock Options and Warrants (Tables)

9 Months Ended

Mar. 31, 2024

Options and Warrants [Abstract]

Schedule of Company's Warrant Activity and Related Information

A summary of the Company’s stock option activity and related information follows:

	3/31/2024				3/31/2023
			Weighted					Weighted
	Number		average		Number			average
	Of		exercise		Of			exercise
	Options		price		Options			price
Outstanding, beginning of period		163,394,499	$	0.0095		157,965,711		$	0.0089
Granted		103,000,000	$	0.012		-			-
Exercised		-				-			-
Redemption of options		-				(3,071,212	)	$	(0.01	)
Outstanding, end of period		266,394,499	$	0.0107		154,894,499		$	0.0124
Exercisable at the end of period		263,144,499	$	0.0105		154,394,499		$	0.0124

Schedule of Weighted Average Remaining Contractual Life of Options Outstanding

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows:

3/31/2024								3/31/2023
Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.016		9,000,000		5,250,000		2.17		-		-		-		-
$	0.012		103,000,000		103,000,000		5.84		-		-		-		-
$	0.0097		6,000,000		6,000,000		1.84	$	0.0097		6,000,000		6,000,000		1.84
$	0.0099		138,894,499		138,894,499		1.82	$	0.0099		138,894,499		138,894,499		2.82
$	0.0060		10,000,000		10,000,000		2.31	$	0.0060		10,000,000		10,000,000		3.31
			266,894,499		263,144,499						154,894,499		154,894,499

Schedule of Aggregate Intrinsic Value of the Warrants Outstanding

The weighted average remaining contractual life of warrants outstanding as of March 31, 2024 was as follows:

3/31/2024						Weighted Average
Exercise Price		Warrants Outstanding		Warrants Exercisable		Remaining Contractual Life (years)
$	0.13125		6,666,667		6,666,667		1.90
$	0.12		71,428,572		71,428,572		1.92
			78,095,239		78,095,239

Warrant [Member]

Options and Warrants [Abstract]

Schedule of Company's Warrant Activity and Related Information

A summary of the Company’s warrant activity and related information follows for the nine months ended March 31, 2024

	3/31/2024
				Weighted
				average
	Number of			exercise
	Warrants			price
Outstanding, beginning of period		86,495,239		$	0.12
Granted		-			-
Exercised		-			-
Forfeited/Expired		(8,400,000	)	$	(0.0938	)
Outstanding, end of period		78,095,239		$	0.12
Exercisable at the end of period		78,095,239		$	0.12

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Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party (Tables)

9 Months Ended

Mar. 31, 2024

Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party [Abstract]

Schedule of Cash Equivalents, Short -Term Investments

As of March 31, 2024, the components of the Company’s cash, cash equivalents, and short -term investments are summarized as follows:

	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities
Cash	$	30,623,941	$	-	$	-		$	-	$	30,623,941		-
Subtotal		30,623,941		-		-			-		30,623,941		-
Level 1
U.S. Treasury bills		8,591,824		-		-			-		8,591,824		-
Subtotal		8,591,824		-		-			-		8,591,824		-
Level 2
Teco Investment, related party		7,000,000				(4,023,808	)		2,976,192		-		2,976,192
Subtotal		7,000,000		-		(4,023,808	)		2,976,192		-		2,976,192
Total	$	46,215,765	$	-	$	(4,023,808	)	$	2,976,192	$	39,215,765	$	2,976,192

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Equity Investment in Securities -Related Party and Bond Receivable -Related Party (Tables)

9 Months Ended

Mar. 31, 2024

Equity Investment in Securities -Related Party and Bond Receivable -Related Party [Abstract]

Schedule of Percentage of Ownership of TECO’s Common Stock That Makes This a Related Party Relationship

The CEO of the Company is a director of TECO, which makes this a related party relationship.

	Cost Basis		Unrealized Gain 6/30/2023		Unrealized Loss 3/31/2024			Fair Value 3/31/2024
Short term equity investments at fair value, related party	$	7,000,000	$	655,601	$	(4,679,409	)	$	2,976,192

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Jun. 30, 2023
Summary of Significant Accounting Policies [Line Items]
Federal deposit insurance company			$ 34,893,596
Depreciation expense			27,124		$ 27,229
Amortization expense			$ 5,038	$ 7,033
Warrants issued (in Shares)	78,095,239		78,095,239
Convertible debt and accrued interest					819,359
Total research and development costs	$ 750,583	$ 764,919	$ 1,945,910		2,845,239
Total advertising and marketing costs			$ 44,554		$ 87,745
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding stock options (in Shares)			269,894,499		209,394,499
Series C Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Common stock purchase warrant issued (in Shares)	8,851		8,851			10,951
Dilutive Impacts [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants issued (in Shares)	86,495,239	94,895,239	86,495,239		94,895,239
Dilutive Impacts [Member] | Series C Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Common stock purchase warrant issued (in Shares)	8,851		8,851

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Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives	Mar. 31, 2024
Computers and peripheral equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful lives	5 years
Vehicle [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful lives	5 years

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Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets that Have Finite Useful Lives - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Domain [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	15 years
Intangible assets - gross	$ 5,315	$ 5,315
Less accumulated amortization	(5,315)	(5,286)
Intangible assets - net		29
Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Intangible assets - gross	$ 1,143	1,143
Less accumulated amortization	(800)	(714)
Intangible assets - net	$ 343	428
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	15 years
Intangible assets - gross	$ 101,143	101,143
Less accumulated amortization	(41,268)	(36,344)
Intangible assets - net	$ 59,875	$ 64,799

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Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Purchase Warrants - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Schedule of Common Stock Purchase Warrants [Abstract]
Income (Loss) to common shareholders (Numerator) (in Dollars)			$ (7,498,982)	$ 5,443,649
Basic weighted average number of common shares outstanding (Denominator)	5,094,214,845	4,542,170,528	5,008,173,456	4,397,662,987
Diluted weighted average number of common shares outstanding (Denominator)	5,094,214,845	5,536,927,470	5,008,173,456	5,392,419,929

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Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Assets:
Cash and cash equivalents	$ 39,215,765	$ 37,185,989
Marketable securities measured at fair value	2,976,192	10,843,641
Total	42,191,957	48,029,630
Level 1 [Member]
Assets:
Cash and cash equivalents	39,215,765	37,185,989
Marketable securities measured at fair value
Total	39,215,765	37,185,989
Level 2 [Member]
Assets:
Cash and cash equivalents
Marketable securities measured at fair value	2,976,192	10,843,641
Total	2,976,192	10,843,641
Level 3 [Member]
Assets:
Cash and cash equivalents
Marketable securities measured at fair value
Total

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Preferred Stock (Details) - USD ($)						3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 19, 2023	Apr. 15, 2023	Nov. 11, 2022	Dec. 15, 2021	Feb. 03, 2017	Sep. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Capital Stock [Line Items]
Preferred stock stated value							$ 100	$ 32,875
Conversion price per share (in Dollars per share)							$ 0.00095
Company sold shares (in Shares)	1,486	6,765	45,000,000
Total purchase price							$ 86,395,059
Settlement of debt	$ 3	$ 45		$ 1,835			900,000
Principal outstanding amount	100,000	550,000
Accrued interest	48,603	126,455
Total aggregate amount	$ 148,603	$ 676,455					$ 2,019		$ 1,095,100
Preferred stock, shares outstanding (in Shares)							8,851
Fair value							$ 885,100
Face value of shares (in Shares)						210,000		0.01
Converted preferred shares (in Shares)						221,052,632
Convertible notes amount									837,800
Interest									255,423
Aggregate loss amount									$ 1,877
Share issued (in Shares)							41,500,000
Conversion price (in Dollars per share)	$ 0.0185	$ 0.02					$ 21,500,000
Volatility rate	82.90%	96.60%
Estimated term	5 years
Securities Purchase Agreement [Member]
Capital Stock [Line Items]
Principal amount				$ 187,800
Accrued interest					$ 80,365
Aggregate note balance					$ 268,165
Company sold shares (in Shares)					2,700
Series C Preferred Stock [Member]
Capital Stock [Line Items]
Designated shares (in Shares)				17,000
Preferred stock stated value				$ 100			$ 100
Conversion price per share (in Dollars per share)				$ 0.00095			$ 0.00095	$ 0.00095
Cumulative dividends, rate				10.00%
Total purchase price	$ 148,603	$ 676,455			$ 268,165
Preferred stock, shares outstanding (in Shares)							7,365		9,465
Fair value									$ 946,500
Exercise price (in Dollars per share)						$ 2,100		$ 3,071,412
Convertible notes amount								$ 62,400,000	$ 664,627
Share issued (in Shares)									10,951
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member]
Capital Stock [Line Items]
Preferred stock, shares outstanding (in Shares)							1,486
Common Stock [Member]
Capital Stock [Line Items]
Preferred stock stated value								$ 1,934
Conversion price per share (in Dollars per share)						$ 0.00095		$ 0.027

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Common Stock (Details) - USD ($)						3 Months Ended	9 Months Ended
	Jan. 01, 2024	Jun. 19, 2023	Apr. 15, 2023	Nov. 11, 2022	Dec. 15, 2021	Sep. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023	Jan. 27, 2022	Feb. 03, 2017
Capital Stock [Line Items]
Sale of common stock (in Shares)		1,486	6,765	45,000,000
Total purchase price							$ 86,395,059
Settlement of debt		$ 3	$ 45		$ 1,835		900,000
Gross proceeds							$ 21,075
Accrued interest								$ 82,989
Conversion price per share (in Dollars per share)							$ 0.00095
Share issued (in Shares)							20,000,000
Conversion price (in Dollars per share)		$ 0.0185	$ 0.02				$ 21,500,000
Net proceeds								$ 1,906,050
Face value of shares (in Shares)						210,000		0.01
Company issued shares								$ 1,933,852
Price per share (in Dollars per share)								$ 0.027
Compensation expense								$ 32,875
Restricted stock awards (in Shares)	10,000,000							150,000,000
Convertible notes amount									$ 837,800
Share Price (in Dollars per share)							$ 0.025	$ 0.027
Amount owed by employees								$ 1,684,800
Remaining shares (in Shares)								87,600,000
Stock compensation								$ 2,365,200
Purchase Agreement [Member]
Capital Stock [Line Items]
Gross proceeds								43,950
Purchase of common stock (in Shares)				45,000,000
Convertible Debt [Member]
Capital Stock [Line Items]
Accrued interest								$ 177,500
Minimum [Member]
Capital Stock [Line Items]
Common stock, shares authorized (in Shares)										5,000,000,000
Settlement of debt							$ 0.0132
Conversion price (in Dollars per share)								$ 0.01968
Maximum [Member]
Capital Stock [Line Items]
Common stock, shares authorized (in Shares)										10,000,000,000
Settlement of debt							$ 0.00944
Conversion price (in Dollars per share)								0.02608
Series C Preferred Stock [Member]
Capital Stock [Line Items]
Total purchase price		$ 148,603	$ 676,455								$ 268,165
Conversion price per share (in Dollars per share)					$ 0.00095		$ 0.00095	0.00095
Exercise price (in Dollars per share)						$ 2,100		$ 3,071,412
Convertible notes amount								$ 62,400,000	$ 664,627
Common Stock [Member] | Purchase Agreement [Member]
Capital Stock [Line Items]
Share issued (in Shares)								81,130,461
Conversion amount								$ 1,950,000
Common Stock [Member]
Capital Stock [Line Items]
Accrued interest								$ 274,198,530
Conversion price per share (in Dollars per share)						$ 0.00095		$ 0.027
Price per share (in Dollars per share)								$ 0.017

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Restricted Stock Units (Details) - USD ($)						9 Months Ended		12 Months Ended
	Jan. 01, 2024	Jun. 19, 2023	Apr. 15, 2023	Mar. 30, 2023	Jan. 01, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards	10,000,000						150,000,000
Stock price per share (in Dollars per share)		$ 0.0185	$ 0.02			$ 21,500,000
Stock cancelled price (in Dollars per share)							$ 0.027
Stock compensation expense (in Dollars)							$ 32,875
Shares vested					10,000,000
Price per share (in Dollars per share)						$ 0.025	$ 0.027
Aggregate value (in Dollars)		$ 148,603	$ 676,455			$ 2,019		$ 1,095,100
Shares issued						20,000,000
Aggregate shrares						41,500,000
Stock compensation expense (in Dollars)						$ 125,000
Cancellation amount (in Dollars)						$ 618,000
Stock units						41,500,000
Stock Option Plan [Member]
Restricted Stock Units [Line Items]
Stock price per share (in Dollars per share)						$ 0.025
Stock units						3,000,000
Restricted stock awards [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards				21,500,000	33,000,000
Stock compensation expense (in Dollars)						$ 240,000
Shares vested					23,000,000
Restricted stock awards [Member] | Stock Option Plan [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards				21,500,000
Stock price per share (in Dollars per share)				$ 0.025
Stock units				21,500,000
Stock cancelled price (in Dollars per share)				$ 0.012
Stock compensation expense (in Dollars)				$ 258,000
Stock Option Plan [Member] | Service [Member]
Restricted Stock Units [Line Items]
Price per share (in Dollars per share)						$ 0.012
Consultant [Member] | Restricted stock awards [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards						20,000,000

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Restricted Stock Units (Details) - Schedule of Recognized in the Financial Statement - Restricted Stock [Member] - $ / shares	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Recognized in the Financial Statement [Line Items]
Number of units, Outstanding	54,500,000
Weighted average exercise price, Outstanding	$ 0.025
Number of units, Granted		54,500,000
Weighted average exercise price, Granted		$ 0.025
Number of units, Stock units not granted	(10,000,000)
Weighted average exercise price,Stock units not granted
Number of units, Cancellation of units	(41,500,000)
Weighted average exercise price, Cancellation of units	$ 0.025
Number of units, outstanding	3,000,000	54,500,000
Weighted average exercise price, Outstanding	$ 0.025	$ 0.025
Number of units, exercisable	3,000,000	54,500,000
Weighted average exercise price, exercisable	$ 0.025	$ 0.025

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Stock Options and Warrants (Details) - USD ($)				9 Months Ended
	Jan. 01, 2024	Jan. 27, 2022	Dec. 17, 2018	Mar. 31, 2024	Mar. 31, 2023
Options and Warrants [Line Items]
Shares of restricted stock	10,000,000				150,000,000
Stock compensation expense (in Dollars)					$ 2,365,200
Aggregate intrinsic value of the warrants outstanding (in Dollars)				$ 0
Warrants [Member]
Options and Warrants [Line Items]
Common stock purchase warrants				8,400,000
Common stock purchase warrants				78,095,239
Exercised period				3 years
Minimum [Member] | Warrants [Member]
Options and Warrants [Line Items]
Warrant exercise price (in Dollars per share)				$ 0.12
Maximum [Member] | Warrants [Member]
Options and Warrants [Line Items]
Warrant exercise price (in Dollars per share)				$ 0.13125
Stock Option [Member]
Options and Warrants [Line Items]
Stock option, description				In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
2022 Equity Stock Incentive Plan [Member]
Options and Warrants [Line Items]
Percentage of exercise option			100.00%
Percentage of exercise option issuable		15.00%
Equity incentive plan				15.00%
Incentive plan				723,194,742
Diluted capitalization				660,194,742
Stock options granted				103,000,000
Stock options at an exercise price (in Dollars per share)				$ 0.012
Stock options outstanding				266,394,499
Stock compensation expense (in Dollars)				$ 1,173,002
2022 Equity Stock Incentive Plan [Member] | 2019 Equity Incentive Plan [Member] | Restricted Stock Awards [Member]
Options and Warrants [Line Items]
Shares of restricted stock			300,000,000
Equity Incentive [Member] | 2022 Equity Stock Incentive Plan [Member]
Options and Warrants [Line Items]
Issuance pursuant to the plan		400,000,000

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Stock Options and Warrants (Details) - Schedule of the Company's Stock Option Activity and Related Information - $ / shares	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of the Company's Stock Option Activity and Related Information [Abstract]
Number of options, Outstanding beginning of period	163,394,499	157,965,711
Weighted average exercise price,Outstanding beginning of period	$ 0.0095	$ 0.0089
Number of options, Granted	103,000,000
Weighted average exercise price, Granted	$ 0.012
Number of options, Exercised
Weighted average exercise price, Exercised
Number of options, Redemption of options		(3,071,212)
Weighted average exercise price, Redemption of options		$ (0.01)
Number of options, Outstanding end of period	266,394,499	154,894,499
Weighted average exercise price, Outstanding end of period	$ 0.0107	$ 0.0124
Number of options, Exercisable	263,144,499	154,394,499
Weighted average exercise price, Exercisable	$ 0.0105	$ 0.0124

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Stock Options and Warrants (Details) - Schedule of Weighted Average Remaining Contractual Life of Options Outstanding - $ / shares	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Stock Options Outstanding	266,894,499	154,894,499
Stock Options Exercisable	263,144,499	154,894,499
0.0100 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.016
Stock Options Outstanding	9,000,000
Stock Options Exercisable	5,250,000
Weighted Average Remaining Contractual Life (years)	2 years 2 months 1 day
0.0097 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.012
Stock Options Outstanding	103,000,000
Stock Options Exercisable	103,000,000
Weighted Average Remaining Contractual Life (years)	5 years 10 months 2 days
0.0099 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.0097	$ 0.0097
Stock Options Outstanding	6,000,000	6,000,000
Stock Options Exercisable	6,000,000	6,000,000
Weighted Average Remaining Contractual Life (years)	1 year 10 months 2 days	1 year 10 months 2 days
0.0099 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.0099	$ 0.0099
Stock Options Outstanding	138,894,499	138,894,499
Stock Options Exercisable	138,894,499	138,894,499
Weighted Average Remaining Contractual Life (years)	1 year 9 months 25 days	2 years 9 months 25 days
0.0060 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.006	$ 0.006
Stock Options Outstanding	10,000,000	10,000,000
Stock Options Exercisable	10,000,000	10,000,000
Weighted Average Remaining Contractual Life (years)	2 years 3 months 21 days	3 years 3 months 21 days

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Stock Options and Warrants (Details) - Schedule of Company's Warrant Activity and Related Information - Warrant [Member]	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Schedule of Company's Warrant Activity and Related Information [Line Items]
Number of Warrants, Outstanding, beginning (in Shares) | shares	86,495,239
Weighted average exercise price, Outstanding	$ 0.12
Number of Warrants, Granted (in Shares) | shares
Weighted average exercise price, Granted
Number of Warrants, Exercised
Weighted average exercise price, Exercised
Number of Warrants, Outstanding, end of period (in Shares) | shares	(8,400,000)
Weighted average exercise price, Outstanding, end of period	$ (0.0938)
Number of units, outstanding (in Shares) | shares	78,095,239
Weighted average exercise price, Outstanding	$ 0.12
Number of Warrants, Exercisable (in Shares) | shares	78,095,239
Weighted average exercise price, Exercisable	$ 0.12

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Stock Options and Warrants (Details) - Schedule of Aggregate Intrinsic Value of the Warrants Outstanding	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Warrants Outstanding	78,095,239
Warrants Exercisable	78,095,239
0.13125 [Member]
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Exercise Price (in Dollars per share) | $ / shares	$ 0.13125
Warrants Outstanding	6,666,667
Warrants Exercisable	6,666,667
Weighted Average Remaining Contractual Life (years)	1 year 10 months 24 days
0.12 [Member]
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Exercise Price (in Dollars per share) | $ / shares	$ 0.12
Warrants Outstanding	71,428,572
Warrants Exercisable	71,428,572
Weighted Average Remaining Contractual Life (years)	1 year 11 months 1 day

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Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party (Details)		9 Months Ended
	Nov. 11, 2022 USD ($) shares	Mar. 31, 2024 USD ($)
Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party [Line Items]
Interest income investment		$ 1,073,293
Purchase of shares | shares	13,443,875
Aggregate consideration amount	$ 7,000,000
Exchange rate	10.4094
Interest rate as shareholder	8.30%

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Cash, Cash Equivalents, Marketable Securities, and Equity Investment, Related Party (Details) - Schedule of Cash Equivalents, Short -Term Investments	Mar. 31, 2024 USD ($)
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	$ 46,215,765
Unrealized Gains
Unrealized Losses	(4,023,808)
Fair Value	2,976,192
Cash and Cash Equivalents	39,215,765
Short-Term Marketable Securities	2,976,192
Cash [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	30,623,941
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents	30,623,941
Short-Term Marketable Securities
Subtotal [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	30,623,941
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents	30,623,941
Short-Term Marketable Securities
Subtotal [Member] | Level 1 [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	8,591,824
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents	8,591,824
Short-Term Marketable Securities
Subtotal [Member] | Level 2 [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	7,000,000
Unrealized Gains
Unrealized Losses	(4,023,808)
Fair Value	2,976,192
Cash and Cash Equivalents
Short-Term Marketable Securities	2,976,192
U.S. Treasury bills and Obligations [Member] | Level 1 [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	8,591,824
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents	8,591,824
Short-Term Marketable Securities
Certificate of Deposit [Member] | Level 2 [Member]
Schedule of Cash Equivalents, Short -Term Investments [Line Items]
Adjusted Cost	7,000,000
Unrealized Gains
Unrealized Losses	(4,023,808)
Fair Value	2,976,192
Cash and Cash Equivalents
Short-Term Marketable Securities	$ 2,976,192

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Equity Investment in Securities -Related Party and Bond Receivable -Related Party (Details)	9 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 kr / shares
Equity Investment in Securities -Related Party and Bond Receivable -Related Party [Line Items]
Subscription amount	$ 3,000,000
Maturity date	Jun. 01, 2025	Jun. 01, 2025
Interest on shareholders	8.00%	8.00%
Convertible share (in Krone per share) | kr / shares		kr 5.0868
Recognized interest income	$ 171,573
Unrealized gain	$ (4,679,409)

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Equity Investment in Securities -Related Party and Bond Receivable -Related Party (Details) - Schedule of Percentage of Ownership of TECO’s Common Stock That Makes This a Related Party Relationship - Short Term Equity Investments [Member] - USD ($)	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2024
Schedule of Percentage of Ownership of Teco’s Common Stock That Makes This a Related Party Relationship [Line Items]
Cost Basis		$ 7,000,000
Unrealized Gain	$ 655,601
Unrealized Loss		(4,679,409)
Fair Value		$ 2,976,192

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Short Term Investments (Details) - USD ($)	9 Months Ended
	Mar. 31, 2024	Sep. 12, 2023
Short Term Investments [Line Items]
Certificate of deposit		$ 50,000,000
Mature date	Jun. 01, 2025
Certificates of Deposit [Member]
Short Term Investments [Line Items]
Mature date	Mar. 12, 2024
Interest income	$ 171,573

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Commitments and Contingencies (Details) - USD ($)		9 Months Ended
	Oct. 01, 2022	Mar. 31, 2024	Jul. 01, 2022
Commitments and Contingencies [Line Items]
Monthly rent amount		$ 1,468
Additional rental		500
Rental amount			$ 5,468
University of Iowa [Member]
Commitments and Contingencies [Line Items]
Consideration	$ 343,984
Equal installments amount	85,996
Remaining balance		$ 149,098
University of Michigan [Member]
Commitments and Contingencies [Line Items]
Consideration	298,194
Equal installments amount	$ 74,549

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Related Party (Details) - USD ($)	6 Months Ended	9 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Jun. 30, 2023
Related Party [Line Items]
Accrued expenses		$ 56,436	$ 628
Accrued salary interest rate	5.00%
Loan [Member]
Related Party [Line Items]
Repaid monthly payment		9,290
Principal balance remaining on the loan		64,941
Interest paid		5,090
CEO [Member] | Related Party [Member]
Related Party [Line Items]
Accrued expenses		$ 211,750